Beachbody (NYSE: BODI) investors reelect full board, ratify Deloitte and back pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Beachbody Company, Inc. reported results from its 2026 annual stockholder meeting. Stockholders elected nine directors to serve one-year terms ending at the 2027 annual meeting, with each nominee receiving more than 27.8 million votes in favor and relatively few votes withheld.

Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 29,864,368 votes for and minimal opposition. In an advisory vote, stockholders approved the Company’s executive compensation, with 28,085,836 votes for, 8,534 against, and 115,905 abstentions, plus 1,733,501 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 28,096,677 votes Votes withheld for highest-supported director: 113,598 votes Broker non-votes on director elections: 1,733,501 shares +5 more

8 metrics

Votes for highest-supported director 28,096,677 votes Votes for director nominee Mark Goldston at 2026 annual meeting

Votes withheld for highest-supported director 113,598 votes Votes withheld on Mark Goldston’s election

Broker non-votes on director elections 1,733,501 shares Broker non-votes recorded for each director nominee

Votes for auditor ratification 29,864,368 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Votes against auditor ratification 7,527 votes Opposition to Deloitte & Touche LLP ratification

Votes for executive compensation 28,085,836 votes Advisory approval of executive compensation (say-on-pay)

Votes against executive compensation 8,534 votes Opposition in advisory say-on-pay vote

Abstentions on executive compensation 115,905 votes Abstaining votes on advisory say-on-pay proposal

Key Terms

broker non-votes, independent registered public accounting firm, advisory approval, emerging growth company, +2 more

6 terms

broker non-votes financial

"and the number of broker non-votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory approval financial

"The advisory approval of the Company’s executive compensation."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

executive compensation financial

"The advisory approval of the Company’s executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”)."

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Understanding 8-K Material Events →

Available on EDGAR 06/04/2026 - 04:16 PM Accepted by SEC EDGAR 06/04/2026 - 04:15 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): June 02, 2026

    

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39735	85-3222090
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Continental Blvd Floor 6
El Segundo, California		90245
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (310) 883-9000

    

N/A

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	BODI	The Nasdaq Stock Market LLC

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 June 2, 2026, The Beachbody Company, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The following is a brief description of each matter voted upon at the 2026 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 of Directors for a one-year term to expire at the Company’s 2027 annual meeting of stockholders. The following nine directors were elected by the votes indicated.


	For		Withheld		Broker Non-Votes
Mary Conlin		28,066,911		143,364		1,733,501
Carl Daikeler		27,960,815		249,460		1,733,501
Kristin Frank		27,961,166		249,109		1,733,501
Mark Goldston		28,096,677		113,598		1,733,501
Michael Heller		27,854,415		355,860		1,733,501
Ann Lundy		28,096,415		113,860		1,733,501
Kevin Mayer		28,067,554		142,721		1,733,501
John Salter		27,961,474		248,801		1,733,501
Ben Van de Bunt		27,961,133		249,142		1,733,501

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, 2026. The selection was ratified by the votes indicated.


For	Against	Abstain	Broker Non-Votes
29,864,368	7,527	71,881	—

3.The advisory approval of the Company’s executive compensation. The advisory approval was obtained by the votes indicated.


For	Against	Abstain	Broker Non-Votes
28,085,836	8,534	115,905	1,733,501

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.


			The Beachbody Company, Inc.

Date:	June 4, 2026	By:	/s/ Jonathan Gelfand
			Jonathan Gelfand Executive Vice President, Business & Legal Affairs, Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did BODI stockholders decide at the 2026 annual meeting?

BODI stockholders elected nine directors for one-year terms, ratified Deloitte & Touche LLP as auditor for 2026, and approved the company’s executive compensation in an advisory vote, all with strong support and relatively few opposing or withheld votes.

Were all Beachbody (BODI) director nominees elected in 2026?

Yes, all nine Beachbody director nominees were elected. Each candidate received more than 27.8 million votes for, with only small numbers of votes withheld and 1,733,501 broker non-votes recorded for each director election item.

Did Beachbody (BODI) stockholders approve the auditor for 2026?

Yes, stockholders ratified Deloitte & Touche LLP as Beachbody’s independent registered public accounting firm for 2026, with 29,864,368 votes for, 7,527 against, and 71,881 abstentions, indicating very strong support for the continued engagement of the audit firm.

How did Beachbody (BODI) stockholders vote on executive compensation?

Stockholders gave advisory approval to Beachbody’s executive compensation. The proposal received 28,085,836 votes for, 8,534 against, and 115,905 abstentions, with an additional 1,733,501 broker non-votes, signaling broad but non-binding support for the company’s current pay practices.

What are broker non-votes in the Beachbody (BODI) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on non-routine items. Beachbody recorded 1,733,501 broker non-votes on director elections and the executive compensation advisory vote at the 2026 annual meeting.

Which firm audits Beachbody (BODI) for the year ending December 31, 2026?

Deloitte & Touche LLP audits Beachbody for the year ending December 31, 2026. Stockholders ratified Deloitte’s appointment at the 2026 annual meeting with 29,864,368 votes for, reflecting strong backing for the choice of independent registered public accounting firm.

Filing Exhibits & Attachments

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