TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)On May10, 2017, Town Sports International Holdings, Inc. (the
Company) held its 2017 Annual Meeting of Stockholders (the Annual
Meeting) at which the Companys stockholders approved Amendment
No.2 (the Plan Amendment) to the Town Sports International
Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated
effective April2, 2015) (the Amended Stock Incentive Plan). The
Plan Amendment increases the aggregate number of shares of the
Companys common stock issuable under the plan by 2,000,000
shares, from 4,500,000 shares to a total of 6,500,000 shares. The
Board of Directors of the Company previously approved the Plan
Amendment on March 22, 2017.
The material features of the Plan Amendment and the Amended Stock
Incentive Plan are described in the Companys Definitive proxy
statement for the Annual Meeting filed on March28, 2017 (the
Proxy Statement) in the section entitled Proposal Four Approval
of Amendment No.2 to the Companys 2006 Stock Incentive Plan (as
amended and restated effective April2, 2015), which description
is filed herewith as Exhibit99.1 and incorporated herein by
reference. The above description of the Amended Stock Incentive
Plan as amended by the Plan Amendment is qualified in its
entirety by reference to the Plan Amendment and the Amended Stock
Incentive Plan filed herewith as Exhibit10.1 and Exhibit 10.2,
respectively.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On May 10, 2017, the Company held its Annual Meeting. The
following matters were submitted to a vote of the Companys
stockholders at the Annual Meeting: (i) the election of five
directors to serve until the Companys 2018 Annual Meeting of
Stockholders and until their successors are duly elected and
qualify; (ii) the ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31,
2017; (iii) a non-binding advisory vote to approve the
compensation paid to the Companys named executive officers; and
(iv) the approval of Amendment No. 2 to the Companys 2006 Stock
Incentive Plan (as amended and restated effectiveApril2, 2015) to
increase the number of shares of the Companys common stock
available for issuance thereunder. The number of shares of the
Companys common stock outstanding and eligible to vote as of
March 15, 2017, the record date for the Annual Meeting, was
26,689,737.
Each of the matters submitted to a vote of the Companys
stockholders at the Annual Meeting was approved by the requisite
vote of the Companys stockholders. Set forth below is the number
of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes, as to each such matter,
including a separate tabulation with respect to each nominee for
director, as applicable:
|
Proposal 1 Election of Directors Director Nominees |
For | Withheld |
Broker Non-Votes |
|||||||||
| Martin J. Annese | 14,144,983 | 2,307,074 | 5,191,685 | |||||||||
| Jason M. Fish | 14,878,629 | 1,573,428 | 5,191,685 | |||||||||
| Thomas J. Galligan III | 14,601,116 | 1,850,941 | 5,191,685 | |||||||||
| Patrick Walsh | 14,871,120 | 1,580,937 | 5,191,685 | |||||||||
| L. Spencer Wells | 13,945,030 | 2,507,027 | 5,191,685 | |||||||||
|
Proposal 2 |
For |
Against |
Abstain |
Broker Non-Votes |
| Ratification of the appointment of PricewaterhouseCoopers LLP | 21,634,172 | 7,246 | 2,324 | — |
|
Proposal 3 |
For |
Against |
Abstain |
Broker Non-Votes |
| Advisory vote on compensation of named executive officers | 13,810,843 | 2,640,914 | 5,191,685 |
|
Proposal 4 |
For |
Against |
Abstain |
Broker Non-Votes |
| Amendment No. 2 to the Companys 2006 Stock Incentive Plan | 12,557,541 | 3,891,595 | 2,921 | 5,191,685 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 10.1 |
Amendment No. 2 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April2, 2015) (incorporated herein by reference to Appendix A of the Companys Definitive Proxy Statement on Schedule 14A filed on March28, 2017). |
||
| 10.2 |
Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April2, 2015) (incorporated herein by reference to Appendix B of the Companys Definitive Proxy Statement on Schedule 14A filed on March 28, 2017). |
||
|
99.1 |
The section entitled Proposal FourApproval of Amendment No. |
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About TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB)
Town Sports International Holdings, Inc. (Town Sports) is an owner and operator of fitness clubs in the Northeast and Mid-Atlantic regions of the United States. The Company, through its subsidiaries, operates over 150 fitness clubs (clubs) and approximately three BFX Studio (studio) locations. The Company’s operating segments include New York Sports Clubs (NYSC), Boston Sports Clubs (BSC), Philadelphia Sports Clubs (PSC), Washington Sports Clubs (WSC), Swiss Sports Clubs and BFX Studio. It owns and operates over 105 clubs under the NYSC brand name within New York City, including in approximately 40 locations in Manhattan. It owns and operates approximately 30 clubs in the Boston region under BSC brand name, over 10 fitness clubs in the Washington, District of Columbia region under WSC brand name, and approximately five clubs in the Philadelphia region under PSC brand name. In addition, it owns and operates approximately three fitness clubs in Switzerland. TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB) Recent Trading Information
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB) closed its last trading session 00.00 at 4.00 with 42,688 shares trading hands.
