Planet Fitness, Inc. (NYSE:PLNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Planet Fitness, Inc. (NYSE:PLNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 27, 2017, the board of directors (the “Board”) of Planet Fitness, Inc. (the “Company”) increased the size of the Board from five to six members and appointed former Gov. Craig Benson to fill the vacancy.
Gov. Craig Benson serves as the Chief Executive Officer at Soft Draw Investments, LLC. He previously served as the 79th Governor of the State of New Hampshire. During his tenure, the Cato Institute recognized Gov. Benson as the most effective new governor in the country, as well as the second most effective of all governors nationwide. In 1983, Gov. Benson co-founded Cabletron Systems, Inc., a leading provider of networkingsolutions, and thereafter served as its Chairman from 1983 to July 1999.Gov. Bensonservedat various times as Cabletron’s CEO, COO and President, helping take the company from a garage start-up to a publicly traded company with 7,000 employees and annual sales exceeding $1.6 billion. He currently serves as Trustee of Lahey Health System, Inc. and is a Member of the Board of Trustees at Lahey Hospital & Medical Center. He also serves as the Vice Chairman of the Trustees of Babson College. He previously served as a Director of Sycamore Networks Inc. from October 2007 to April 1, 2013. Gov. Benson graduated from Babson College with a degree in Finance and completed an MBA in Operations Management from Syracuse University. He also holdshonorarydegrees from Dartmouth College, the University of New Hampshire and Grand Valley State University.
Gov. Benson will serve as a Class I director, which class will stand for re-election at the 2019 annual meeting of stockholders.Gov. Benson is not currently expected to serve on any of the Board’s committees.
Gov. Benson is also a Planet Fitness franchisee.Gov. Benson, through his ownership interest in BL Technologies Investments, LLC, entered into an area development agreement (“ADA”) with the Company dated October23, 2012, under which he has opened 11 Planet Fitness stores as of June 30, 2017, for each of which he entered into a franchise agreement.He has also entered into 2 franchise agreements with us for Planet Fitness stores which are not yet open. Over the next 11 years, Gov. Benson is obligated to open an additional 24 Planet Fitness stores.In the year ended December 31, 2016 and six months ended June 30, 2017, Gov. Benson paid royalties and fees to the Company, which totaled approximately $1.2 million and $0.7 million, respectively, and made fitness equipment purchases of$0.6 million and $0, respectively, for his Planet Fitness stores, each as required by the terms of his franchise agreements.The terms of Gov. Benson’s ADA and franchise agreements are commensurate with other such agreements executed during the same time period.
Gov. Benson is an approximately ten and one-half percent (10.5%) owner of Airpointe of New Hampshire, Inc. (DBA Radianse Systems), which is an amenity tracking compliance software vendor to two corporate-owned Planet Fitness stores and approximately 108 franchise stores.The Company has engaged Radianse to provide amenity tracking compliance software services to all corporate-owned stores and to make this service available to all franchise locations. The Company paid an immaterial amount of fees to Radianse in both the year ended December 31, 2016 and the six months ended June 30, 2017.
Gov. Benson will participate in the Company’s standard non-employee director compensation program as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 30, 2017, which program was amended on July 27, 2017 to permit directors to elect to receive shares of Class A common stock in lieu of annual cash retainer payments.
With Gov. Benson’s appointment, the Board consists of Gov. Benson, Chris Rondeau, Frances Rathke, Charles Esserman, Stephen Spinelli, Jr. and David Berg.Dr. Spinelli serves as the independent chairman of the Board and presides at regular executive sessions of the non-management and independent directors.Directors serve in accordance with the Company’s Corporate Governance Guidelines, which are available on the Company’s website at:www.planetfitness.com.
About Planet Fitness, Inc. (NYSE:PLNT)
Planet Fitness, Inc. is a franchisor and operator of fitness centers in the United States. The Company operates through three segments: Franchise, Corporate-owned stores and Equipment. The Franchise segment includes operations related to its franchising business in the United States, Puerto Rico, Canada and the Dominican Republic. The Corporate-owned stores segment includes operations with respect to all corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to franchisee-owned stores in the United States. It serves as the reporting entity for its various subsidiaries that operate three distinct lines of business: licensing and selling franchises under the Planet Fitness trade name; owning and operating fitness centers under the Planet Fitness trade name, and selling fitness-related equipment to franchisee-owned stores.
