Xponential Fitness, Inc. Form 8-K Summary
Business context and reporting period
Xponential Fitness, Inc. filed a Form 8-K dated July 21, 2022, under Item 5.02 to report the appointment of Jair Clarke to its Board of Directors. This is a corporate governance filing and does not report quarterly or annual financial results.
Financial and operating metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating metrics.
Material changes
- Jair Clarke, age 41, was elected to the Board effective July 21, 2022.
- Mr. Clarke was also appointed to the Audit Committee and Human Capital Management Committee.
- Mr. Clarke has served as Global Chief Technology Officer of Commercial Systems for All Industries at Microsoft since August 2020. Previously, he held technology and business executive roles at The Walt Disney Company, IBM, and Lockheed Martin.
Compensation, outlook, and risks
Mr. Clarke is eligible for the Company’s director compensation program, consisting of an annual cash retainer of $75,000, an annual restricted stock unit award valued at $85,000, a $9,500 annual cash fee for Audit Committee service, and a $7,500 annual cash fee for Human Capital Management Committee service. He is expected to enter into the Company’s standard director indemnification agreement.
The filing does not provide management guidance, an outlook, material risks, contingencies, or unusual financial items. Exhibit 99.1 is a press release announcing the appointment.
Investor verification items
- Confirm Mr. Clarke’s committee assignments and his subsequent participation on the Board.
- Review the director compensation program and the terms of the indemnification agreement when available.
- Assess any later changes to Board composition, committee membership, or director compensation.
- Consult separate periodic filings for Xponential Fitness’s financial performance, liquidity, debt, and operating outlook.