Peloton Interactive Inc. filed SEC Form 8-K: Other Events
$PTON
Recreational Games/Products/Toys
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2024
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Item 8.01. Other Events.
On December 13, 2023, Plaintiff Eric Gilbert (“Plaintiff”), on behalf of himself and all similarly situated stockholders of Peloton Interactive, Inc. (“Peloton”), filed a putative class action complaint styled Eric Gilbert v. Karen Boone, et al., C.A. No. 2023-1246-KSJM (Del. Ch.) (the “Action”), against Peloton and certain of its current and former directors (collectively, “Defendants”) alleging breaches of fiduciary duty in connection with the approval, adoption, and maintenance of certain provisions in Peloton’s Amended and Restated Bylaws, effective April 21, 2020 (the “Bylaws”). Defendants deny that any breach of fiduciary duties or other wrongful conduct occurred. On April 4, 2024, Peloton’s Board of Directors approved an amendment and restatement of the Bylaws (the “Second Amended and Restated Bylaws”). Among other things, the Second Amended and Restated Bylaws amended the bylaws challenged by Plaintiff and mooted Plaintiff’s claims. The Second Amended and Restated Bylaws were included as an exhibit to a Form 8-K filed by Peloton with the U.S. Securities and Exchange Commission on April 8, 2024. On April 23, 2024, the Court entered an Order dismissing the Action with prejudice as to Plaintiff and without prejudice as to any actual or potential claims of any other members of the putative class, retaining jurisdiction solely for the purpose of determining Plaintiff’s counsel’s application for attorneys’ fees and reimbursement of expenses (the “Fee Application”). To avoid the time and expense of continued litigation and without any admissions, the parties agreed to resolve the Fee Application in exchange for a payment by Peloton of $125,000 to Plaintiff’s counsel. On November 1, 2024, the Court entered an order closing the Action, subject to Peloton filing an affidavit with the Court confirming that this notice has been issued. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.
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.
| PELOTON INTERACTIVE, INC. | ||||||||
| Date: November 8, 2024 | By: | /s/ Tammy Albarran | ||||||
| Tammy Albarran | ||||||||
| Chief Legal Officer | ||||||||