Xponential Fitness (NYSE: XPOF) stockholders elect directors and ratify Deloitte for 2026

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Xponential Fitness (XPOF) stockholders approve at the 2026 annual meeting?

How many votes did Xponential Fitness (XPOF) director Rachel H. Lee receive?

What were the voting results for Xponential Fitness (XPOF) director Lily Yang?

Did Xponential Fitness (XPOF) stockholders ratify Deloitte & Touche as auditor for 2026?

What is the role of Deloitte & Touche LLP for Xponential Fitness (XPOF)?

Where is Xponential Fitness (XPOF) headquartered and on which exchange is it listed?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

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.

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

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.

Understanding 8-K Material Events →

05/26/2026 - 04:05 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): May 20, 2026

XPONENTIAL FITNESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40638

84-4395129

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


17877 Von Karman Ave., Suite 100
Irvine, CA		92614
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 346-3000

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 (see General Instruction A.2, below):

☐	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, par value $0.0001 per share

XPOF

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 (§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.

At the 2026 annual meeting of stockholders of Xponential Fitness, Inc. (the “Company”) held on May 20, 2026, the following proposals were approved by the stockholders: (i) the election of two Class II director nominees listed in the proxy statement to serve on the Board of Directors of the Company and (ii) 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, each by the votes set forth below:

Proposal 1: Election of Director:


Name of Director	For		Withheld		Broker Non-Votes
Rachel H. Lee		30,553,443		425,914		7,495,452
Lily Yang		29,922,367		1,056,990		7,495,452

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


For	Against	Abstain
36,603,990	1,817,558	53,261

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.

Source: View Original Filing on SEC EDGAR

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.

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.

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.

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.

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.

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.

XPONENTIAL FITNESS, INC.

Date: May 26, 2025

/s/ Gavin O’Connor

Gavin O’Connor

Chief Legal Counsel, Chief Administrative Officer and Secretary

3 documents