The Beachbody Company Inc. filed SEC Form 8-K: Shareholder Director Nominations
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.08 Shareholder Director Nominations
The Board of Directors (the “Board”) of The Beachbody Company, Inc. (the “Company”) has established June 4, 2024 as the date of the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). All other relevant information concerning the 2024 Annual Meeting will be included in the Company’s 2024 Annual Meeting proxy statement, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) and become available to the Company’s stockholders at a later date.
Because the date of the 2024 Annual Meeting differs by more than thirty days from the anniversary date of the previous annual meeting of stockholders, previously announced deadlines for any stockholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, are no longer applicable. Stockholders who wish to present a proposal in accordance with Rule 14a-8 for inclusion in the proxy materials to be distributed in connection with the 2024 Annual Meeting (the “Proxy Materials”), must submit their proposals or provide notice of such proposals, as applicable, in writing to the Company’s Corporate Secretary by no later than April 11, 2024, which the Company believes is a reasonable time before it begins to print and send the Proxy Materials.
In addition, pursuant to the Amended and Restated Bylaws (the “Bylaws”) of the Company, in order for any business (including director nomination proposals) to be properly brought before the 2024 Annual Meeting by a stockholder (other than by means of inclusion of a stockholder proposal in the Proxy Materials under Rule 14a-8), such stockholder must have delivered notice thereof in proper written form to the Company’s Corporate Secretary no later than the 90th day prior to the 2024 Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of the 2024 Annual Meeting was first made by the Company. Accordingly, notice of stockholder proposals or nominations for directors for the 2024 Annual Meeting must be received on or before March 6, 2024, and such business must otherwise be a proper matter for stockholder action.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act.
Proposals and notices must comply with the specific requirements set forth in the Company’s Bylaws and applicable law and must be sent to the Company’s Corporate Secretary at its principal executive offices at 400 Continental Blvd., Suite 400, El Segundo, California 90245.
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.
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The Beachbody Company, Inc. |
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Date: |
February 13, 2024 |
By: |
/s/ Jonathan Gelfand |
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Jonathan Gelfand |