Xponential Fitness, Inc. 8-K

What Happened Xponential Fitness, Inc. filed a Form 8‑K on May 26, 2026 reporting the results of its annual meeting held May 20, 2026. Stockholders elected the two Class II director nominees listed in the proxy—Rachel H. Lee and Lily Yang—and ratified the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Vote totals were disclosed in the filing.

Key Details

• Directors elected (Class II):
  • Rachel H. Lee — For: 30,553,443; Withheld: 425,914; Broker non‑votes: 7,495,452
  • Lily Yang — For: 29,922,367; Withheld: 1,056,990; Broker non‑votes: 7,495,452
• Auditor ratification:
  • Deloitte & Touche LLP ratified as independent registered public accounting firm for FY 2026 — For: 36,603,990; Against: 1,817,558; Abstain: 53,261
• Meeting date: May 20, 2026; 8‑K filed: May 26, 2026.

Why It Matters The vote confirms the company’s board composition for the Class II seats and maintains continuity in external audit oversight by ratifying Deloitte for the 2026 fiscal year. These are governance matters investors watch because they affect oversight of financial reporting and strategic direction. The filing provides transparent vote counts for investors to assess shareholder support.