Beachbody Company, Inc. Form 8-K Summary
Reporting date: June 4, 2024; filed June 7, 2024. The filing reports matters approved at the Company’s 2024 annual meeting of stockholders and an amendment to its 2021 Incentive Award Plan.
Business Context and Reporting Period
The Beachbody Company, Inc. is a Delaware corporation whose Class A common stock trades on the New York Stock Exchange under the symbol BODI. The filing does not report quarterly or annual operating results.
Key Financial Metrics and Capitalization
The filing does not provide revenue, profit or loss, cash flow, margins, debt, liquidity, operating metrics, or other financial results. It also does not provide the number of shares remaining available under the incentive plan before or after the amendment.
Material Changes and Corporate Actions
- Stockholders approved an amendment to the 2021 Incentive Award Plan, increasing the aggregate number of Class A common shares available for awards by 350,000 shares.
- All nine director nominees were elected to one-year terms expiring at the 2025 annual meeting.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Stockholders approved, on an advisory basis, the Company’s executive compensation.
Annual Meeting Voting Results
| Proposal | For | Against or Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director elections | 27,611,169–27,866,198 | 150,426–405,111 withheld | Not separately reported | 1,226,151–1,226,963 |
| Auditor ratification | 29,190,949 | 29,256 | 23,038 | None |
| Executive compensation advisory vote | 27,847,832 | 42,467 | 126,793 | 1,226,151 |
| Incentive plan amendment | 27,715,276 | 278,732 | 23,084 | 1,226,151 |
Guidance, Outlook, Risks, and Unusual Items
The filing provides no management guidance, business outlook, risk update, contingencies, or unusual financial items. The principal potential dilution-related item is the authorization of 350,000 additional shares for awards under the incentive plan.
Important Facts for Investors to Verify
- Review the complete First Amendment to the 2021 Incentive Award Plan filed as Exhibit 10.1.
- Assess the potential effect of the additional 350,000 authorized award shares on future share-based compensation and dilution.
- Confirm the Company’s current share reserve, outstanding awards, and equity compensation expense in subsequent filings.
- Review subsequent quarterly filings for financial results, liquidity, debt obligations, auditor matters, and management outlook, none of which are provided in this 8-K.