Interactive Strength, Inc 8-K, filed Jun 5, 2024
Interactive Strength, Inc. (TRNR)
About this 8-K
Interactive Strength, Inc filed this 8-K on June 5, 2024, reporting on events of May 31, 2024.
Items reported
- Item 5.07: Shareholder vote results
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2024, Interactive Strength Inc. (the "Company") held its 2024 annual meeting of stockholders at 10:00 a.m. Eastern Time (the “Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement filed with U.S. Securities and Exchange Commission on May 10, 2024. As of April 9, 2024, the record date of the Meeting, there were a total of 19,626,378 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote at the Meeting. At the Meeting, 10,844,385 shares of Common Stock were represented in person or by proxy, constituting a quorum.
At the Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:
Proposal One: Election of Class I Directors Proposal
To approve the nominations of Deepak M. Mulchandani and David Leis for election as directors at the Meeting. If elected, Messrs. Mulchandani and Leis will serve as directors until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
The Election of Class I Directors Proposal was approved by the Company’s stockholders. The voting results were as follows:
Name |
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Votes For |
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Votes Withheld |
Deepak M. Mulchandani |
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10,834,771 |
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9,614 |
David Leis |
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10,835,372 |
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9,013 |
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm Proposal
To approve the appointment of Deloitte & Touche LLP to continue as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
The Ratification of Accountant Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
10,841,824 |
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2,042 |
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519 |
Proposal Three: CLMBR Issuance Proposal
To approve the issuance of shares of our common stock upon conversion of the Company’s Series B Convertible Preferred Stock and the potential issuance of Earn-Out Shares, pursuant to an amended and restated Asset Purchase Agreement, dated as of January 22, 2024, by and among the Company, CLMBR, Inc and CLMBR1, LLC.
The CLMBR Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
10,731,839 |
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33,986 |
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78,560 |
Proposal Four: 3i Proposal
To approve the issuance of shares of our common stock upon conversion and exercise of the 3i Note and Warrant.
The 3i Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
9,943,816 |
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33,986 |
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866,583 |
Proposal Five: Treadway Proposal
To approve the issuance of shares of our common stock upon conversion and exercise of the Treadway Note and Warrant.
The Treadway Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
10,405,430 |
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33,941 |
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405,014 |
Proposal Six: Series A Proposal
To approve the issuance of shares of our common stock upon conversion of the Company’s Series A Convertible Preferred Stock.
The Series A Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
10,725,839 |
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39,986 |
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78,560 |
Proposal Seven: Reverse Stock Split Proposal
To approve the Amendment to the Company’s certificate of incorporation to authorize a reverse stock split of its common stock within a range of 1-for-20 to 1-for-100, with the Board of Directors of the Company to set the specific ratio and determine the date for the Reverse Stock Split to be effective.
The Reverse Stock Split Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
10,726,174 |
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40,100 |
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78,111 |
Proposal Eight: Advisory Vote on the Compensation of the Company’s Named Executive Officers
The Advisory Vote on the Company’s Named Executive Officers (“NEO”) was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
6,569,097 |
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30,720 |
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4,244,568 |
Proposal Nine: Advisory Vote on the Frequency of Future Advisory Votes to Approve NEO Compensation
A frequency of 3 years received the highest number of votes for the Advisory Vote on Frequency of Future Advisory Votes for NEO Compensation as follows:
One Year |
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Two Years |
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Three Years |
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Votes Abstained |
2,871,976 |
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860 |
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2,935,907 |
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5,035,642 |
Proposal Ten: Adjourn Proposal
The Adjournment Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes For |
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Votes Against |
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Votes Abstained |
10,738,193 |
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24,328 |
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81,864 |
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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Interactive Strength Inc. |
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Date: |
June 5, 2024 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |