Xponential Fitness 2026 annual meeting vote results
Xponential Fitness, Inc. reported the results of its 2026 annual stockholder meeting.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Xponential Fitness, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected two Class II directors, Rachel H. Lee and Lily Yang, to the Board of Directors. Lee received 30,553,443 votes for and Yang received 29,922,367 votes for, with additional withheld and broker non-vote totals reported.
Stockholders also approved the ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The auditor ratification passed with 36,603,990 votes for, 1,817,558 against, and 53,261 abstentions.
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 Rachel H. Lee: 30,553,443 votes
Votes withheld for Rachel H. Lee: 425,914 votes
Votes for Lily Yang: 29,922,367 votes
+5 more
8 metrics
Votes for Rachel H. Lee
30,553,443 votes
Election as Class II director at 2026 annual meeting
Votes withheld for Rachel H. Lee
425,914 votes
Election as Class II director at 2026 annual meeting
Votes for Lily Yang
29,922,367 votes
Election as Class II director at 2026 annual meeting
Votes withheld for Lily Yang
1,056,990 votes
Election as Class II director at 2026 annual meeting
Broker non-votes on director elections
7,495,452 votes
Applies to each Class II director proposal
Votes for auditor ratification
36,603,990 votes
Ratification of Deloitte & Touche LLP for 2026
Votes against auditor ratification
1,817,558 votes
Ratification of Deloitte & Touche LLP for 2026
Abstentions on auditor ratification
53,261 votes
Ratification of Deloitte & Touche LLP for 2026
Key Terms
Broker Non-Votes, independent registered public accounting firm, Class II director, emerging growth company
4 terms
Broker Non-Votes financial
"Broker Non-Votes Rachel H. Lee ... 7,495,452"
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
"the ratification of the appointment of 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.
Class II director financial
"the election of two Class II director nominees listed in the proxy statement"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Xponential Fitness (XPOF) stockholders approve at the 2026 annual meeting?
Stockholders approved two key items: the election of Class II directors Rachel H. Lee and Lily Yang, and the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the reported vote totals.
How many votes did Xponential Fitness (XPOF) director Rachel H. Lee receive?
Rachel H. Lee received 30,553,443 votes for her election as a Class II director. There were 425,914 votes withheld and 7,495,452 broker non-votes, indicating strong support among voting stockholders, with non-votes primarily arising from broker-held shares not instructed on this proposal.
What were the voting results for Xponential Fitness (XPOF) director Lily Yang?
Lily Yang received 29,922,367 votes for her election as a Class II director. There were 1,056,990 votes withheld and 7,495,452 broker non-votes. The results show stockholder approval of her board service, with withheld votes and broker non-votes also disclosed for transparency.
Did Xponential Fitness (XPOF) stockholders ratify Deloitte & Touche as auditor for 2026?
Yes. Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 36,603,990 votes for, 1,817,558 votes against, and 53,261 abstentions recorded in the voting results table.
What is the role of Deloitte & Touche LLP for Xponential Fitness (XPOF)?
Deloitte & Touche LLP serves as Xponential Fitness’s independent registered public accounting firm. Stockholders ratified its appointment for the fiscal year ending December 31, 2026, confirming Deloitte’s role in auditing the company’s financial statements and related internal controls during that period.
Where is Xponential Fitness (XPOF) headquartered and on which exchange is it listed?
Xponential Fitness is headquartered at 17877 Von Karman Ave., Suite 100, Irvine, California 92614. Its Class A common stock, with a par value of $0.0001 per share, trades on the New York Stock Exchange under the ticker symbol XPOF, as disclosed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
