Planet Fitness, Inc. (PLNT)
NYSE: PLNT · Real-Time Price · USD
53.07
-1.06 (-1.96%)
May 19, 2026, 12:18 PM EDT - Market open
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AGM 2026

May 5, 2026

Sarah Powell
General Counsel and Corporate Secretary, Planet Fitness

Good afternoon, ladies and gentlemen, and welcome to the Planet Fitness 2026 virtual annual stockholders meeting. Thank you all for attending today. My name is Sarah Powell. I'm the company's General Counsel and Corporate Secretary, and I'll be conducting today's meeting. I hereby call the meeting to order. First, I'd like to recognize the members of the company's board of directors here with us this afternoon. Colleen Keating, our Director and Chief Executive Officer, Stephen Spinelli Jr., our Board Chair, Frances Rathke, Craig Benson, Cammie Dunaway, Enshalla Anderson, Christopher Tanco, Bernard Acoca, Steve Beard, and Harmit Singh.

A special thank you to each of our board members for their service this past year. We also have several members of our senior management team with us this afternoon, including Tom Fitzgerald, our Chief Financial Officer, and McCall Gosselin, our Chief Corporate Affairs Officer. Lastly, we also have Eric Turner from KPMG here. He will be available during the question-and-answer portion of the meeting. The agenda and rules of conduct for the annual meeting have been posted to our annual meeting website.

We ask that you abide by these rules in fairness to your fellow stockholders so that we can conduct an orderly meeting. We have several business items to take care of today. I'll first describe each proposal and then entertain any questions specific to that proposal. At the conclusion of the formal business of the meeting, we will also consider general questions related to the business and its operations. Thanks for your cooperation.

Commencing on or about March 25, 2026, Broadridge Financial Solutions, the company's mailing agent for this meeting, mailed a notice of Internet availability of proxy materials or a packet that included a notice of this annual meeting, a proxy statement, and an annual report to each stockholder of record. A copy of the notice of meeting, along with the affidavit of distribution, will be included in the minutes of this meeting. Our first order of business is to confirm the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum. To that end, the company has appointed Frank Aaron, who is representing Broadridge Financial Solutions, as the inspector of election.

The inspector of election has certified that there are represented in person or by proxy 73,996,496 shares of common stock or approximately 93.19% of all of the shares entitled to vote at this meeting. The holders of a majority of shares of the company's common stock entitled to vote at this meeting are present in person or represented by proxy. Accordingly, a quorum is present, and the meeting is duly constituted to transact business. Mr. Aaron will tabulate all votes cast for or against the proposals to be considered, as well as any abstentions. The next order of business is a description of the proposals to be voted on at today's meeting. Proposal 1.

The first proposal to be voted on is the election of four directors as Class 2 directors to serve a term expiring at the conclusion of the 2029 annual meeting of stockholders and until their successors are duly appointed and qualified or upon their earlier resignation or removal. Based on the recommendations of our nominating and corporate governance committee, the board has nominated for election the following persons: Stephen Spinelli Jr., Colleen Keating, Enshalla Anderson, and Steve Beard. Are there any questions on this proposal? Seeing none, we will move on to the next proposal. Proposal 2. The second proposal to be voted on is the ratification of the selection of the company's independent registered public accounting firm for the 2026 fiscal year.

Based on the recommendation of the audit committee, the board recommends that the stockholders ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year 2026. Are there any questions on this proposal? Seeing none, we will move on to the third proposal. Proposal 3. The third proposal to be voted on is the approval on an advisory basis of the compensation of the company's named executive officers. Based on the recommendation of our compensation committee, the board recommends that the stockholders approve on an advisory basis the compensation of the committee's named executive officers. Are there any questions on this proposal? Seeing none, we will move on to voting. It is 1:05 P.M. Eastern Time, and the polls are now open.

Any stockholder who hasn't yet voted or wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted by telephone or Internet and do not want to change their vote do not need to take any further action. I will pause here for just a few minutes to give you an opportunity to get in any final votes, and then we'll resume the meeting. It's now 1:08 P.M. Eastern time. Since it appears all those desiring to vote have done so, I hereby declare the polls closed. The ballot two proxies will be held in the possession of the Inspector of Election. The Inspector of Election will now count the votes and we'll be back with you momentarily.

Okay, we're ready to give the preliminary report of the Inspector of Election. The Inspector of Election has presented his report certifying the following preliminary results. Stephen Spinelli Jr., Colleen Keating, Enshalla Anderson, and Steve Beard have been elected to the board of directors as Class 2 directors to serve a term expiring at the conclusion of the 2029 annual meeting of stockholders. Congratulations. That was Proposal 1. Proposal 2. The selection of KPMG LLP as the company's independent auditors has been ratified. The compensation of the company's named executive officers has been approved on an advisory basis. The final vote on each proposal will be included in an upcoming Form 8-K filing and posted on our website as soon as it's available. Going now to other business.

I stated earlier that Enshalla Anderson was present at the meeting today, and I'd like to clarify that she is not present for the meeting. We've now concluded the scheduled business portion of the annual meeting, and discussion on those matters is now closed. We'll move next to a brief question- and- answer period to address general business matters that are properly brought before us. You can submit questions today via the meeting's online portal. Please note we will attempt to answer as many questions as time allows, but only questions that are appropriate and relevant to the meeting will be addressed. Please note that we will be providing everyone with a detailed update on our business on our first quarter earnings call, which is currently scheduled for May seventh at 8:00 A.M. Eastern Time. Okay, it looks like there are no questions.

With that, I will call this annual meeting of Planet Fitness, Inc. stockholders to a close. On behalf of the company, I would like to express my sincere appreciation to the stockholders who attended this meeting virtually, as well as those who submitted their proxies but were not able to attend today. Thank you for your continued support. Be well. This now concludes the meeting. Thank you for joining, and have a pleasant day.

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