Planet Fitness (PLNT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2025, to be held virtually, with voting on key proposals and director elections.

• Notice and proxy materials distributed to shareholders, with instructions for online, phone, or mail voting.

• Forward-looking statements address strategic initiatives, growth, and risk factors, with caution regarding uncertainties.

Voting matters and shareholder proposals

• Shareholders to vote on: election of three directors, ratification of KPMG as auditor, advisory say-on-pay, approval of 2025 Omnibus Incentive Plan, amendments to remove supermajority voting and obsolete provisions, amendment limiting officer liability, and a shareholder EEO-1 disclosure proposal.

• Board recommends FOR all management proposals except the EEO-1 disclosure, on which it makes no recommendation.

• EEO-1 disclosure proposal requests annual public release of workforce diversity data; Board states current ESG disclosures are sufficient.

Board of directors and corporate governance

• Board consists of eight directors, divided into three classes with staggered terms; nominees for re-election are Craig Benson, Cammie Dunaway, and Christopher Tanco.

• Board emphasizes diversity in skills, experience, gender, and ethnicity; average director age is 62, average tenure 6.5 years.

• Board structure separates CEO and Chair roles; annual self-evaluations and director education are conducted.

• Proxy access bylaw adopted, allowing eligible shareholders to nominate directors in proxy materials.