Planet Fitness (PLNT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2025, to be held virtually, with voting access for all shareholders as of March 10, 2025.

• Proxy materials and 2024 Annual Report available online; shareholders can vote by internet, phone, or mail.

• Amendment corrects a prior error in outstanding share count; no other changes to the proxy statement.

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

Voting matters and shareholder proposals

• Election of three directors to serve until 2028.

• Ratification of KPMG LLP as independent auditor for 2025.

• Advisory approval of executive compensation (say-on-pay).

• Approval of 2025 Omnibus Incentive Plan.

• Amendments to remove supermajority voting and obsolete charter provisions.

• Amendment to limit liability of certain officers.

• Stockholder proposal for EEO-1 workforce diversity report disclosure.

Board of directors and corporate governance

• Board consists of eight directors, divided into three classes with staggered terms.

• Board skills matrix highlights diversity in experience, gender, and ethnicity.

• Annual board and committee self-evaluations conducted with NACD facilitation.

• Board leadership structure separates CEO and Chair roles.

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