DEF: Beachbody Company Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

The Beachbody Company will hold its annual stockholders meeting virtually on June 4, 2025, to vote on the election of directors, ratification of the independent auditor, and advisory approval of executive compensation.

Summary

• The Beachbody Company, Inc. will hold its annual meeting of stockholders on June 4, 2025, at 8:30 a.m. Pacific Time, as a virtual meeting.
• Stockholders of record as of April 4, 2025, are eligible to vote.
• The proposals include the election of nine directors, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and an advisory vote on the company's executive compensation.
• The Board of Directors recommends voting 'FOR' each director nominee, the ratification of Deloitte & Touche LLP, and the advisory approval of executive compensation.
• The company intends to mail a Notice of Internet Availability of Proxy Materials on or about April 23, 2025.
• As of the record date, there were 4,270,071 shares of Class A Common Stock and 2,729,003 shares of Class X Common Stock outstanding.
• Carl Daikeler, the Chief Executive Officer, beneficially owns 94.4% of the Company's Class X Common Stock and controls a majority of the voting power.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information and recommendations in a neutral tone. The sentiment is moderately positive as it reflects the company's adherence to corporate governance standards and engagement with stockholders.

Positives

• The Board of Directors is actively engaged in overseeing the management of the company's risks.
• The company has a compensation recovery (clawback) policy in place.
• The company encourages stockholder engagement and provides various channels for communication with the Board.
• The company has adopted a code of ethics and business conduct applicable to all employees and directors.
• The company has a related-party transaction policy to ensure fair dealings.

Negatives

• The company is considered a controlled company due to Carl Daikeler's majority voting power, which exempts it from certain corporate governance standards.
• The company previously identified material weaknesses in internal control over financial reporting, although these have been remediated.
• Pre-Bonus EBITDA was achieved below the threshold performance level in 2024, therefore, no bonuses were awarded to the NEOs for 2024.

Risks

• The company's compensation committee has determined that the company's compensation practices and policies are not reasonably likely to have a material adverse effect on the company.
• The company is subject to the informational requirements of the Exchange Act and files reports and other information with the SEC.
• The company's future performance is subject to various risks, including credit risks, liquidity risks, and operational risks.

Future Outlook

Management will speak on developments of the past year and respond to questions of general interest to stockholders at the Annual Meeting.

Management Comments

• Carl Daikeler: 'Your vote is very important and we encourage you to vote promptly.'

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy solicitations, director elections, and executive compensation disclosures.

Comparison to Industry Standards

• The proxy statement adheres to SEC regulations and NYSE listing standards, which is typical for publicly traded companies.
• The structure of the board committees (audit, compensation, nominating and corporate governance) aligns with common practices among publicly held companies.
• The disclosure of executive compensation follows SEC guidelines, providing transparency to shareholders.
• The company's approach to risk oversight is consistent with industry best practices, involving both the board and its committees.

Management Changes

Related Party Transactions

• The company made payments of $0.7 million to Cozen O'Connor, a law firm where Michael Heller, a director, is a shareholder and CEO.
• The company made royalty payments of approximately $0.4 million to a company related to Carl Daikeler, the CEO.

Stakeholder Impact

• Stockholders are provided with information to make informed decisions regarding the election of directors and executive compensation.
• Employees are subject to a code of ethics and business conduct.
• The company's related-party transaction policy aims to ensure fair dealings with all stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on June 4, 2025.
• The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

proxy statement, annual meeting, board of directors, executive compensation, Deloitte & Touche LLP, stockholders, corporate governance, election of directors, BODi, Beachbody