Peloton (PTON) Proxy filing summary

Executive summary

• Fiscal 2026 results: revenue $2,446.0M, down 1.8% YoY; net income $63.2M versus a $118.9M loss; Free Cash Flow $377.6M, up $53.9M YoY; Adjusted EBITDA $468.2M.

• FY2027 priorities include at least $350M Free Cash Flow, revenue of $2.3B–$2.4B, Adjusted EBITDA of $475M–$525M, improved subscription retention, and product/content innovation.

• Annual meeting is virtual on Dec. 8, 2026; voting agenda covers one director election, auditor ratification, and the frequency of future executive-compensation votes.

Voting matters and shareholder proposals

• Board recommends Angel L. Mendez for a three-year Class I term ending at the 2029 annual meeting; election is by plurality, and the Board unanimously recommends FOR.

• Ernst & Young LLP is nominated for ratification as independent auditor for FY2027; approval requires a majority of votes cast for or against, and the Board recommends FOR.

• Board recommends holding future advisory votes on named executive officer compensation every three years, citing long-term evaluation of pay practices; the advisory result is non-binding.

Board of directors and corporate governance

• Six of seven current directors were deemed independent; all three Board committees are fully independent, and Jay Hoag serves as independent Chairperson.

• Board maintains a classified structure with three classes and three-year terms; Pamela Thomas-Graham is not standing for reelection.

• Annual Board, committee, and individual director self-evaluations are overseen by the Nominating, Governance and Corporate Responsibility Committee.

• Three directors joined since December 2023, bringing experience in subscription services, consumer strategy, marketing, finance, technology, and operations.