Beachbody Company, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated April 20, 2022, reports executive leadership changes under Item 5.02. The earliest reported event occurred April 15, 2022. Beachbody is a Delaware corporation whose Class A common stock and redeemable warrants trade on the NYSE under the symbols BODY and BODY WS.
Executive Changes and Compensation
- Sue Collyns, President and Chief Financial Officer, announced her departure to pursue other opportunities. She will remain President and CFO through May 10, 2022, assist with transition matters through May 31, 2022, and then serve as a consultant through May 31, 2023.
- Ms. Collyns will be eligible for severance under the non-cause termination provisions of her employment agreement. Her outstanding stock options will remain eligible to vest based on her consulting services rather than vesting on an accelerated basis at termination.
- Marc Suidan began serving in a financial advisory capacity on April 15, 2022. The Board was expected to appoint him CFO effective May 10, 2022, subject to Board approval.
- Mr. Suidan’s annual base salary will be $525,000, with a target annual bonus opportunity equal to 75% of base salary, a monthly phone allowance of $175, and eligibility for employee benefit plans.
- Mr. Suidan received an option award and a restricted stock unit award, each with an approximate grant-date value of $1.0 million. Each award generally vests 25% annually over four years, subject to continued employment.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics. It also does not quantify the expected accounting or cash cost of the executive transition or compensation arrangements.
Material Changes, Outlook, and Risks
- The principal material change is the transition in the Company’s chief financial officer position.
- Mr. Suidan’s employment is at will. If terminated without cause or if he resigns for good reason, he may receive one year of base salary, a prorated target bonus, 12 months of healthcare coverage, and additional equity vesting, subject to specified conditions including a release of claims.
- If termination occurs within 12 months following a change in control, outstanding unvested time-based equity awards may fully accelerate.
- Upon death or disability, Mr. Suidan may receive a prorated target bonus and an additional 12 months of vesting for unvested time-based equity awards.
- The complete offer letter is expected to be filed as an exhibit to Beachbody’s Form 10-Q for the quarter ended March 31, 2022.
Investor Verification Items
- Verify Board approval and the effective date of Mr. Suidan’s appointment as CFO.
- Review the Form 10-Q exhibit for the complete employment offer letter and all severance and equity terms.
- Assess the financial statement impact of Ms. Collyns’s severance, consulting arrangement, and continued equity vesting.
- Confirm whether the CFO transition affects financial reporting controls, upcoming filings, or management’s disclosure-control certifications.
- Review subsequent filings for changes to executive compensation, equity awards, or change-in-control provisions.