BODI 8-K
Beachbody Company, Inc. (BODI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The board of directors (the “Board”) of The Beachbody Company, Inc., a Delaware corporation (the “Company”), previously adopted, subject to stockholder approval, the First Amendment (the “Amendment”) to The Beachbody Company, Inc. 2021 Incentive Award Plan (the “Plan”), which was approved by the Company’s stockholders on June 4, 2024 at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The Amendment increases the aggregate number of shares of Class A common stock, par value $0.0001 per share (the “Shares”), that may be issued pursuant to awards under the Plan by 350,000 shares.
A more complete description of the terms of the Amendment can be found in “Proposal Four: Approval of Amendment to the Beachbody Company, Inc. 2021 Incentive Award Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The foregoing description of the Amendment to the Plan and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the text of such Amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2024, the Company held the 2024 Annual Meeting. The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.
1.Election of nine nominees to serve on the Board for a one-year term to expire at the Company’s 2025 annual meeting of stockholders. The following nine directors were elected by the votes indicated.
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For |
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Withheld |
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Broker Non-Votes |
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Mary Conlin |
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27,748,533 |
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268,559 |
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1,226,151 |
Carl Daikeler |
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27,773,382 |
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243,365 |
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1,226,496 |
Kristin Frank |
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27,656,159 |
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360,588 |
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1,226,496 |
Mark Goldston |
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27,866,198 |
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150,426 |
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1,226,619 |
Michael Heller |
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27,712,717 |
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303,563 |
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1,226,963 |
Ann Lundy |
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27,856,724 |
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160,368 |
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1,226,151 |
Kevin Mayer |
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27,861,038 |
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156,054 |
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1,226,151 |
John Salter |
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27,751,298 |
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264,982 |
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1,226,963 |
Ben Van de Bunt |
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27,611,169 |
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405,111 |
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1,226,963 |
2.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The selection was ratified by the votes indicated.
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Abstain |
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Broker Non-Votes |
29,190,949 |
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29,256 |
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23,038 |
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3.The advisory approval of the Company’s executive compensation. The advisory approval was obtained by the votes indicated.
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Against |
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Abstain |
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Broker Non-Votes |
27,847,832 |
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42,467 |
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126,793 |
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1,226,151 |
4.The approval of the First Amendment to The Beachbody Company, Inc. 2021 Incentive Award Plan. The proposal was approved by the votes indicated.
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Against |
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Abstain |
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Broker Non-Votes |
27,715,276 |
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278,732 |
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23,084 |
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1,226,151 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
First Amendment to The Beachbody Company, Inc. 2021 Incentive Award Plan |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
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The Beachbody Company, Inc. |
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Date: |
June 7, 2024 |
By: |
/s/ Jonathan Gelfand |
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Jonathan Gelfand |
Exhibit 10.1
AMENDMENT TO
THE BEACHBODY COMPANY, INC. 2021 INCENTIVE AWARD PLAN
THIS AMENDMENT TO the BEACHBODY COMPANY, INC. 2021 INCENTIVE AWARD PLAN (this “Amendment”) is made and adopted by The Beachbody Company, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains The Beachbody Company, Inc. 2021 Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Board of Directors of the Company (the “Board”) has delegated authority to its Compensation Committee to serve as the “Administrator” of the Plan (as defined in and within the meaning of the Plan) and, pursuant to Section 3.2 of the Plan, the Board may re-vest in itself the authority to serve as the Administrator of the Plan at any time;
WHEREAS, pursuant to Section 10.4 of the Plan, the Plan may be amended by the Administrator at any time and for any reason, subject to the terms of the Plan; and
WHEREAS, the Board has adopted this Amendment, subject to approval by the stockholders of the Company within twelve months following the date of such action.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as follows, subject to approval by the stockholders of the Company within twelve months following the date of Board adoption of this Amendment:
“11.26 “Overall Share Limit” means the sum of (a) 1,915,891 Shares, and (b) an annual increase on the first day of each calendar year beginning on and including January 1, 2025 and ending on and including January 1, 2031 equal to the lesser of (i) a number equal to 5% of the aggregate number of shares of Class A Common Stock and Class X Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as is determined by the Board.”
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IN WITNESS WHEREOF, I hereby certify that this Amendment was duly adopted by the Board of Directors of The Beachbody Company, Inc. on March 25, 2024 and was approved by the stockholders of The Beachbody Company, Inc. on June 4, 2024.
The Beachbody Company, Inc.
By: /s/Marc Suidan__________________________
Marc Suidan
Chief Financial Officer
Date: June 4, 2024
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