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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
May 6, 2025
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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 Par ValuePLNTNew 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 3.03Material Modification to Rights of Security Holders.
The information provided by Items 5.03 and 5.07 below with respect to the Second Restated Certificate of Incorporation is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 below, upon the recommendation of the Company's board of directors (the "Board"), the stockholders of Planet Fitness, Inc. (the “Company”), at the annual meeting of stockholders of the Company held on May 6, 2025 (the “Annual Meeting”), approved the Planet Fitness, Inc. 2025 Omnibus Incentive Plan (the “Omnibus Incentive Plan”).
The material features of the Omnibus Incentive Plan are described in Proposal No. 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the Omnibus Incentive Plan incorporated herein by reference is qualified in its entirety by the text of the Omnibus Incentive Plan, a copy of which is filed as Exhibit 4.1 to this report and incorporated herein by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As discussed in Item 5.07 below, upon the recommendation of the Board, at the Annual Meeting the stockholders of the Company approved amendments to the Company’s Second Restated Certificate of Incorporation regarding the removal of supermajority voting requirements, removal of certain obsolete provisions, and the limitation of liability of certain officers (the “Charter Amendments”). A description of the Charter Amendments is provide in Proposal No. 5, Proposal No. 6 and Proposal No. 7 of the Proxy Statement, which description is incorporated herein by reference.
On May 8, 2025, the Company filed with the Secretary of State of the State of Delaware the Company’s Second Restated Certificate of Incorporation (the “Restated Charter”) to adopt the Charter Amendments, which became effective upon filing. The foregoing description of the Restated Charter is qualified in its entirety by reference to the full text of the Restated Charter, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
As described above in Item 5.02, the Annual Meeting was held on May 6, 2025. A total of 78,758,324 shares were present or represented by proxy at the meeting, representing approximately 93.34% 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:
1Election of Directors
Proposal No. 1 was the election of three 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
Craig Benson 71,793,803 5,452,446 1,512,075
Cammie Dunaway 42,451,876 34,794,373 1,512,075
Christopher Tanco72,061,1115,185,1381,512,075
Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Board. There were no additional director nominations brought before the meeting.




2Ratification 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, 2025. The results of the vote were as follows:
 
For Against Abstain Broker Non-Vote
77,348,294 1,343,940 66,090 —
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, 2025 was approved.
3Advisory 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
71,708,820 5,466,299 71,130 1,512,075
Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating their approval of the Company’s named executive officer compensation.

4Approval of the Planet Fitness, Inc. 2025 Omnibus Incentive Plan
Proposal No. 4 was the approval of the Planet Fitness, Inc. 2025 Omnibus Incentive Plan. The results of the vote were as follows:
 
For Against Abstain Broker Non-Vote
56,649,763 20,453,659 52,827 1,512,075
Pursuant to the foregoing vote, the stockholders approved the Planet Fitness, Inc. 2025 Omnibus Incentive Plan.

5Approval of charter amendments removing supermajority voting requirements
Proposal No. 5 was the approval of the charter amendments removing supermajority voting requirements. The results of the vote were as follows:
 
For Against Abstain Broker Non-Vote
77,132,615 63,656 49,978 1,512,075
Pursuant to the foregoing vote, the stockholders approved the charter amendments removing supermajority voting requirements.

6Approval of charter amendments removing obsolete provisions
Proposal No. 6 was the approval of charter amendments removing obsolete provisions. The results of the vote were as follows:
 
For Against Abstain Broker Non-Vote
78,686,630 5,187 66,507 —
Pursuant to the foregoing vote, the stockholders approved the charter amendments removing obsolete provisions.




7Approval of charter amendment limiting the liability of certain officers
Proposal No. 7 was the approval of a charter amendment limiting the liability of certain officers. The results of the vote were as follows:
 
For Against Abstain Broker Non-Vote
67,801,186 9,377,413 67,650 1,512,075
Pursuant to the foregoing vote, the stockholders approved the charter amendment limiting the liability of certain officers.

8Stockholder proposal regarding EEO-1 report disclosure policy
Proposal No. 8 was a stockholder proposal regarding adoption of an EEO-1 report disclosure policy . The results of the vote were as follows:
 
For Against Abstain Broker Non-Vote
26,906,999 45,258,415 3,670,274 2,922,636
Pursuant to the foregoing vote, the stockholders did not approve the stockholder proposal regarding adoption of an EEO-1 report disclosure policy.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit Description
3.1
4.1
104Cover 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/ Jay Stasz
Name:
Title:		 Jay Stasz
Chief Financial Officer
Dated: May 12, 2025