Planet Fitness (NYSE: PLNT) investors back board slate, auditor and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Planet Fitness, Inc. held its annual meeting of stockholders on May 5, 2026, with 73,996,496 shares present or represented by proxy, representing approximately 93.19% of shares entitled to vote. Stockholders elected four directors for three-year terms. Stephen Spinelli, Jr. received 53,137,536 votes for and 19,182,325 votes withheld, while Colleen Keating received 70,826,011 votes for and 1,493,850 withheld. Enshalla Anderson received 66,673,987 votes for and 5,645,874 withheld, and Steve Beard received 72,115,474 votes for and 204,387 withheld. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 72,365,638 votes for, 1,584,784 against, and 46,074 abstentions. On an advisory basis, stockholders approved the compensation of the named executive officer, with 69,386,339 votes for, 2,814,178 against, and 119,344 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 73,996,496 shares Turnout percentage: 93.19% Votes for Steve Beard: 72,115,474 votes for +3 more

6 metrics

Shares represented 73,996,496 shares Present or by proxy at annual meeting; about 93.19% of eligible shares

Turnout percentage 93.19% Approximate percentage of all shares entitled to vote at the meeting

Votes for Steve Beard 72,115,474 votes for Director election at annual meeting

Votes for Colleen Keating 70,826,011 votes for Director election at annual meeting

Auditor ratification for votes 72,365,638 votes for Ratification of KPMG LLP as independent registered public accounting firm for 2026

Say-on-pay for votes 69,386,339 votes for Advisory approval of named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Stephen Spinelli, Jr. | | 53,137,536 | | 19,182,325 | | 1,676,635"

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

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

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 basis financial

"Proposal No. 3 was the approval, on an advisory basis, of the compensation of the Company’s named executive officer."

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.

named executive officer financial

"approval, on an advisory basis, of the compensation of the Company’s named executive officer."

Understanding 8-K Material Events →

05/11/2026 - 04:40 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

May 5, 2026

Date of Report (Date of earliest event reported)

Planet Fitness, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37534

38-3942097

(State or other jurisdiction of incorporation)

(Commission File Number)

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

4 Liberty Lane West

Hampton, NH 03842

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (603) 750-0001

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 Exchange Act:


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.

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.

The annual meeting of stockholders of Planet Fitness, Inc. (the “Company”) was held on May 5, 2026 (the “Annual Meeting”). A total of 73,996,496 shares were present or represented by proxy at the meeting, representing approximately 93.19% 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:


1			Election of Directors

Proposal No. 1 was the election of four 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
Stephen Spinelli, Jr.	53,137,536	19,182,325	1,676,635
Colleen Keating	70,826,011	1,493,850	1,676,635
Enshalla Anderson	66,673,987	5,645,874	1,676,635
Steve Beard	72,115,474	204,387	1,676,635

Pursuant to the foregoing votes, the four 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 Independent Registered Public Accounting Firm

Proposal No. 2 was the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Vote
72,365,638	1,584,784	46,074	—

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, 2026 was approved.


3			Advisory Vote on Named Executive Officer Compensation

Proposal No. 3 was the approval, on an advisory basis, of the compensation of the Company’s named executive officer. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Vote
69,386,339	2,814,178	119,344	1,676,635

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


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 Interim Chief Financial Officer

Dated: May 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Planet Fitness (PLNT) stockholders vote on at the May 5, 2026 annual meeting?

Stockholders elected four directors for three-year terms, ratified KPMG LLP as independent registered public accounting firm for 2026, and approved on an advisory basis the compensation of the named executive officer.

How many Planet Fitness (PLNT) shares were represented at the 2026 annual meeting?

A total of 73,996,496 shares were present or represented by proxy at the annual meeting, representing approximately 93.19% of all shares entitled to vote at the meeting.

Were all Planet Fitness (PLNT) director nominees elected at the 2026 annual meeting?

All four nominees were elected. Vote totals included 72,115,474 votes for and 204,387 withheld for Steve Beard, and 70,826,011 votes for and 1,493,850 withheld for Colleen Keating, among others.

Did Planet Fitness (PLNT) stockholders ratify KPMG as the auditor for 2026?

Yes. Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 72,365,638 votes for, 1,584,784 against, and 46,074 abstentions.

How did Planet Fitness (PLNT) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved the compensation of the company’s named executive officer, with 69,386,339 votes for, 2,814,178 against, 119,344 abstentions, and 1,676,635 broker non-votes recorded.

What were the broker non-votes at the Planet Fitness (PLNT) 2026 annual meeting?

Broker non-votes were recorded across proposals, including 1,676,635 broker non-votes for the director elections and for the advisory vote on named executive officer compensation as disclosed.

Filing Exhibits & Attachments

3 documents