plnt-20210503

Delaware

001-37534

38-3942097

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 Par Value	PLNT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The Annual Meeting was held on May 3, 2021. A total of 77,643,894 shares were present or represented by proxy at the meeting, representing approximately 89.69% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:

Proposal one was the election of three nominees to serve as directors of the Company, each for a term of three years. The results of the vote were as follows:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Chris Rondeau	55,965,491	19,418,905	2,259,498
Fran Rathke	53,361,039	22,023,357	2,259,498
Bernard Acoca	74,732,748	651,648	2,259,498

Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.


2			Ratification of the Company’s Independent Registered Public Accounting Firm

Proposal two was the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The results of the vote were as follows:

Pursuant to the foregoing vote, the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was approved.

Proposal three was the approval, on an advisory basis, of the Company’s named executive officer compensation. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Vote
72,020,755	3,086,712	276,929	2,259,498

Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating their approval of the Company’s named executive officer compensation.

On May 4, 2021, the Board approved the following updates to its committee assignments:

Audit Committee

Compensation Committee

Nominating & Corporate Governance Committee

Fran Rathke (Chair)

Enshalla Anderson (Chair)

Cammie Dunaway (Chair)

Bernard Acoca

Stephen Spinelli, Jr.

Christopher Tanco

Cammie Dunaway

Bernard Acoca

Christopher Tanco

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



PLANET FITNESS, INC.

By:						/s/ Thomas Fitzgerald
Name: Title:						Thomas Fitzgerald Chief Financial Officer


Item 5.07			Submission of Matters to a Vote of Security Holders.


1			Election of Directors


3			Advisory Vote on Named Executive Officer Compensation


Item 8.01			Other Matters