The Beachbody Company (BODY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, to be held virtually, with voting available online, by phone, or mail.

• Record date for voting is April 4, 2025; only holders of Class A and Class X Common Stock as of this date may vote.

• Three main proposals: election of nine directors, ratification of Deloitte & Touche LLP as auditor, and advisory approval of executive compensation.

• Class A shares have one vote each; Class X shares have ten votes each, with the CEO controlling a majority of voting power.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors, all current members, to serve until the 2026 annual meeting.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 24, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of nine directors with diverse backgrounds in media, finance, law, and technology.

• Six directors are considered independent under NYSE and SEC rules.

• Board committees: Audit (all independent), Compensation, and Nominating & Corporate Governance.

• Company qualifies as a "controlled company" under NYSE rules due to CEO's voting power and uses certain governance exemptions.

• Board met nine times in 2024; all directors attended at least 75% of meetings.

• Code of ethics, corporate governance guidelines, and insider trading policy are in place.