Xponential Fitness, Inc. current report, 10 May 2023

Xponential Fitness, Inc. Form 8-K Summary

Business context and reporting period

Xponential Fitness, Inc. filed a Form 8-K dated May 10, 2023, reporting results of its 2023 annual meeting of stockholders. The filing was signed on May 16, 2023. Xponential Fitness is incorporated in Delaware and its Class A common stock trades on the New York Stock Exchange under the symbol XPOF.

Annual meeting results

  • Director elections: Class II nominees Chelsea Grayson and Jair Clarke were elected to the Board of Directors.
  • Independent auditor: Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
ProposalForAgainst or WithheldAbstainBroker Non-Votes
Chelsea Grayson election29,332,8069,790,806 withheldNot separately reported3,808,475
Jair Clarke election38,828,746294,866 withheldNot separately reported3,808,475
Auditor ratification42,573,628331,50526,954Not applicable

Financial metrics and material changes

The filing reports no revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial metrics. It does not disclose a material change in financial condition compared with a prior period.

Guidance, outlook, risks, and unusual items

The filing contains no management guidance, business outlook, risk update, contingency, or unusual financial item. The principal governance-related update is the approval of the director nominees and auditor appointment.

Important facts to verify

  • Confirm the continued board service of Chelsea Grayson and Jair Clarke as Class II directors.
  • Confirm Deloitte & Touche LLP’s appointment for the fiscal year ending December 31, 2023.
  • Review subsequent filings for any changes involving the directors, auditor, governance matters, or financial results.