Business Context and Reporting Period
The Beachbody Company, Inc. filed this Form 8-K regarding its 2022 Annual Meeting of Stockholders held on May 10, 2022. The report was signed and dated May 13, 2022. The filing concerns corporate governance matters rather than operating or financial results.
Key Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating-financial metrics.
Material Changes Versus Prior Comparable Period
The filing does not report a material change in financial performance, capital structure, liquidity, or operations versus a prior period.
Meeting Results, Outlook, and Risks
- All seven director nominees were elected to one-year terms expiring at the 2023 annual meeting: Carl Daikeler, Mary Conlin, Kristin Frank, Michael Heller, Kevin Mayer, John Salter, and Ben Van de Bunt.
- Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
- On a non-binding advisory basis, stockholders selected an annual frequency for future advisory votes on named executive officer compensation.
- The filing provides no new management guidance, operating outlook, material contingencies, or unusual financial items.
Vote Summary
| Matter | For / Selected | Against or Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director elections | 1,462,162,179.97 to 1,466,071,475.91, depending on nominee | 819,446.73 to 4,728,742.67 withheld | Not separately reported | 21,618,417.74 per nominee |
| Auditor ratification | 1,484,173,544.68 | 3,180,051.22 against | 1,155,744.48 | 0 |
| Advisory vote frequency | One Year: 1,465,678,965.60 | Two Years: 220,856.77; Three Years: 604,344.34 | 386,755.93 | 21,618,417.74 |
Investor Verification Items
- Verify the elected director slate and the one-year term structure at subsequent proxy filings.
- Confirm Ernst & Young LLP’s continued appointment and any audit-related disclosures in the 2022 annual report.
- Review future proxy statements for implementation of the annual say-on-pay advisory vote.
- Note that the vote totals include fractional values as reported in the filing; the filing text does not explain the source of those fractional vote counts.