UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2024, the Board of Directors (the “Board”) of Xponential Fitness, Inc. (the “Company”), upon recommendation by the Nominating and Corporate Governance Committee of the Board, elected and appointed Bruce Haase as a member of the Board and as a member of the Human Capital Management Committee of the Board.
Bruce Haase, age 63, previously served as the CEO of Extended Stay America, Inc. Mr. Haase has been the chairman and majority shareholder of HomeWell Franchising, Inc. Mr. Haase previously served as CEO of WoodSpring Suites. Prior to WoodSpring, Mr. Haase was an Executive Vice President at Choice Hotels International, Inc. Mr. Haase holds an M.B.A. from the Wharton School at the University of Pennsylvania, an M.S. in Engineering from Johns Hopkins University, and a B.S. in Engineering from Virginia Tech.
As a newly appointed director of the Company, Mr. Haase is eligible to participate in the Company’s director compensation program as approved by the Human Capital Management Committee, which will consist of an annual cash retainer of $80,000, annual RSU award with a value of $110,000 and an annual cash fee of $10,000 for service on the Human Capital Management Committee of the Board. In addition, Mr. Haase is expected to enter into a standard form of indemnification agreement with the Company for directors.
A copy of the press release announcing Mr. Haase’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Press Release dated November 18, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 18, 2024
| Xponential Fitness, Inc. | ||
| By: | /s/ John Meloun | |
| Name: | John Meloun | |
| Title: | Chief Financial Officer | |