8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 29, 2022

Life Time Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40887	47-3481985
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2902 Corporate Place

Chanhassen, Minnesota 55317

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (952) 947-0000

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	LTH	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2022, the Board of Directors of Life Time Group Holdings, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee, appointed Donna Coallier to the Board of Directors, effective July 1, 2022. The Board is presently divided into three classes with staggered three year terms. Ms. Coallier will serve as a Class III director with a term expiring at the Company’s annual meeting of stockholders to be held in 2024. The Board also appointed Ms. Coallier to serve on the Audit Committee, effective as of August 15, 2022. Stuart Lasher will step down from the Audit Committee effective upon Ms. Coallier joining the Audit Committee.

The Board determined that Ms. Coallier is an independent director under the New York Stock Exchange listing standards. The Board further determined that Ms. Coallier possesses the requisite independence to serve as a member of the Audit Committee of the Board and qualifies as an “audit committee financial expert” as defined by regulations under the Securities Exchange Act of 1934, as amended. Following Ms. Coallier’s appointment to the Board, the Board will consist of twelve members, nine of whom will be independent directors under the New York Stock Exchange listing standards. Ms. Coallier will receive the Company’s standard non-employee director compensation as described under “Director Compensation” in the Company’s proxy statement for its 2022 annual meeting of stockholders filed on March 30, 2022. She will receive a pro-rated portion of such compensation for her service from the date of her appointment through the 2023 annual meeting of stockholders.

On June 29, 2022, the Company issued a press release announcing the appointment of Ms. Coallier, which is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Life Time Group Holdings, Inc., dated June 29, 2022.
104	Cover page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Life Time Group Holdings, Inc.
Date: June 29, 2022	By:	/s/ Thomas E. Bergmann
		Thomas E. Bergmann
		President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Life Time Appoints Donna Coallier to Board of Directors

CHANHASSEN, Minn. (June 29, 2022) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” “us,” or the “Company”) (NYSE: LTH) today announced that Donna Coallier has been appointed to serve on its Board of Directors effective July 1, 2022. Additionally, Ms. Coallier will serve on the Company’s Audit Committee beginning August 15, 2022.

To this position, Ms. Coallier brings significant experience in finance, accounting and strategy having served as a partner at PricewaterhouseCoopers (“PwC”), a multinational professional services and accounting firm, from 1998 to 2017. While with PwC, Ms. Coallier was as an accounting consultant and lead assurance partner for clients. She also oversaw several business units, functions and special project teams, most recently leading the Retail and Consumer Products sector for the Global Capital Allocation Services and Valuation practices. Since 2019, Ms. Coallier has served as Trustee and Board of Health President for the Township of South Orange Village, New Jersey, and lead Trustee for the Township’s Community Care & Justice program, which engages community members in designing and traveling their own wellness journeys, since its inception in 2020. Prior to PwC, Ms. Coallier held roles at the Securities and Exchange Commission, Coopers & Lybrand, and Grant Thornton.

Commenting on Ms. Coallier’s appointment, Life Time Founder, Chairman and Chief Executive Officer, Bahram Akradi, said, “Donna’s finance and accounting expertise, paired with her extensive experience in advising companies, makes her a highly-qualified addition to our Board and Audit Committee. I’m very excited to have her join our Board and lend her expertise as we continue to deliver the best healthy way of life destinations, programs and experiences to our members.”

With the addition of Ms. Coallier, Life Time’s Board will have 12 members.

About Life Time®

Life Time (NYSE: LTH) empowers people to live healthy, happy lives through its portfolio of nearly 160 athletic country clubs across the United States and Canada. The Company's healthy way of life communities address all aspects of healthy living, healthy aging and healthy entertainment for those 90 days to 90+ years with integrity and respect for everyone. With a team of more than 30,000, Life Time is committed to providing the best programs and experiences through its athletic country clubs, iconic athletic events and via a complementary and comprehensive digital platform.

Contacts

Investors

John Rouleau, ICR // investorrelations@lifetime.life

Media

Jason Thunstrom, Life Time Corporate Communications // jthunstrom@lifetime.life or 952-229-7435

XML

Cover	Jun. 29, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 29, 2022
Entity Registrant Name	Life Time Group Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40887
Entity Tax Identification Number	47-3481985
Entity Address, Address Line One	2902 Corporate Place
Entity Address, City or Town	Chanhassen
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55317
City Area Code	952
Local Phone Number	947-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	LTH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001869198
Amendment Flag	false