Peloton (NASDAQ: PTON) reports 2025 shareholder meeting vote results

Rhea-AI Filing Summary

Peloton Interactive, Inc. reported the results of its 2025 Annual Meeting of Stockholders held virtually on December 9, 2025. Stockholders representing 322,059,748 shares of Class A common stock and 15,602,802 shares of Class B common stock were present online or by proxy, with Class A shares carrying one vote and Class B shares carrying 20 votes each.

Three Class III directors — Karen Boone, Chris Bruzzo, and Tara Comonte — were each elected to three-year terms expiring at the 2028 annual meeting. Stockholders also ratified the appointment of Ernst & Young LLP as Peloton’s independent registered public accounting firm for the fiscal year ending June 30, 2026, receiving 632,589,004 votes in favor, 722,844 against, and 803,940 abstentions.

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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): December 9, 2025

_______________________________________________________

Peloton Interactive, Inc.

(Exact name of Registrant as Specified in Its Charter)

_______________________________________________________

Delaware			001-39058			47-3533761
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
441 Ninth Avenue, Sixth Floor New York, New York						10001
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (929) 567-0006

Not Applicable

(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			Name of Each Exchange on Which Registered
Class A Common Stock, $0.000025 par value per share			PTON			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 December 9, 2025, Peloton Interactive, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting was held in a virtual meeting format. The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described in more detail in the Company's proxy statement for the Annual Meeting as filed with the U.S. Securities and Exchange Commission on October 24, 2025 (the "Proxy Statement"). There were 322,059,748 shares of the Company's Class A Common Stock and 15,602,802 shares of the Company's Class B Common Stock represented online or by proxy at the Annual Meeting, which constituted a quorum for the transaction of business. Each share of Class A Common Stock represented one vote and each share of Class B Common Stock represented 20 votes.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.Elect three Class III directors of Peloton Interactive, Inc., to each serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director's successor is duly elected and qualified.

2.Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026.

The final results for each of these proposals are as follows:

Proposal 1: Election of Directors.

Nominee			For			Withhold			Broker Non-Vote
Karen Boone			563,473,882			10,680,355			59,961,551
Chris Bruzzo			446,586,036			127,568,201			59,961,551
Tara Comonte			568,775,745			5,378,492			59,961,551

The Company's stockholders elected each nominee as a director for a three-year term expiring at the 2028 annual meeting of stockholders and until such director's successor is duly elected and qualified.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

For			Against			Abstain
632,589,004			722,844			803,940

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026. There were no broker non-votes on this proposal.

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.

			PELOTON INTERACTIVE, INC.
Date: December 15, 2025			By:			/s/ Tammy Albarran
						Tammy Albarran
						Chief Legal Officer

FAQ

What did Peloton (PTON) stockholders vote on at the 2025 annual meeting?

Peloton stockholders voted on two proposals: electing three Class III directors to terms expiring at the 2028 annual meeting and ratifying Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026.

Which directors were elected to Peloton's (PTON) board in 2025 and for how long?

Stockholders elected Karen Boone, Chris Bruzzo, and Tara Comonte as Class III directors. Each will serve a three-year term expiring at the 2028 annual meeting of stockholders and continue until a successor is duly elected and qualified.

Was Ernst & Young LLP ratified as Peloton's (PTON) independent auditor?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as Peloton’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 632,589,004 votes for, 722,844 against, and 803,940 abstentions.

How many Peloton (PTON) shares were represented at the 2025 annual meeting?

There were 322,059,748 shares of Class A Common Stock and 15,602,802 shares of Class B Common Stock represented online or by proxy, which constituted a quorum for conducting business.

How do Peloton's Class A and Class B shares vote at the annual meeting?

At the 2025 annual meeting, each share of Class A Common Stock represented one vote, while each share of Class B Common Stock represented 20 votes on each matter submitted to stockholders.