PLANET FITNESS INC CLASS A (PLNT)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PLANET FITNESS INC CLASS A · Meeting: May 5, 2026
Directors FOR
2
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of the four director nominees named in the Proxy Statement to serve until the 2029 annual meeting of stockholders
Against Analysis
Dr. Spinelli has served on the board since 2012, covering the full 3-year period during which Planet Fitness stock returned -2.0% while the XLY consumer cyclical ETF returned +59.6%, a gap of -61.6 percentage points that far exceeds the 30 percentage point trigger threshold for negative absolute TSR; the 5-year picture (-3.2% stock vs. XLY over the same horizon) does not provide a mitigating recovery, so the AGAINST vote is confirmed.
Ms. Anderson has served on the board since February 2020, well beyond the 24-month exemption window, and her tenure fully overlaps the 3-year underperformance period during which PLNT returned -2.0% versus the XLY ETF's +59.6%, a gap of -61.6 percentage points that triggers the AGAINST threshold; the 5-year return does not demonstrate a recovery sufficient to downgrade the vote to FOR.
For Analysis
Ms. Keating joined the board in June 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to her; she brings over three decades of relevant hospitality, franchise, and operations experience appropriate for her CEO role.
Mr. Beard joined the board in February 2026, which is well within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; as a sitting CEO of Covista Inc., he holds one outside public board seat, which is within the one-seat limit for sitting CEOs.
Of the four Class II nominees, two long-tenured directors (Spinelli, director since 2012, and Anderson, director since 2020) are voted AGAINST because Planet Fitness stock underperformed the XLY consumer cyclical ETF by 61.6 percentage points over three years, far exceeding the 30-point trigger threshold for negative absolute TSR; the two newer directors (Keating, joined June 2024, and Beard, joined February 2026) qualify for the 24-month new-director exemption and receive FOR votes.
Say on Pay
✓ FORCEO
Colleen Keating
Total Comp
$8,237,348
Prior Support
93%%
CEO total compensation of $8,237,348 is within a reasonable range for a CEO of a $6.3 billion consumer-brand company with franchise operations, and prior-year Say on Pay support was strong at approximately 93%, well above the 70% threshold that would require a remediation check. The pay structure is well-designed: roughly 61% of CEO pay comes from variable, performance-linked compensation (annual cash bonus tied to Adjusted EBITDA, same-club sales, and club openings, plus equity awards split equally between time-based restricted stock units and performance share units tied to adjusted net income per share over a three-year period), which satisfies the 50-60% variable pay mix requirement. The company delivered strong 2025 operating results including 12.1% revenue growth, 13.1% Adjusted EBITDA growth, and 114.9% bonus achievement driven by genuine outperformance of pre-set financial targets, supporting the conclusion that incentive pay was earned rather than awarded regardless of outcomes.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
13 yrs
Audit Fees
$2,443,509
Non-Audit Fees
$1,471,689
KPMG's non-audit fees in 2025 (tax fees of $1,360,689 plus other fees of $111,000, totaling $1,471,689) represent approximately 60% of the core audit fee of $2,443,509, which exceeds the policy's 50% threshold and raises independence concerns; auditor tenure of approximately 13 years is well below the 25-year concern threshold, and there are no disclosed material financial restatements, but the elevated non-audit fee ratio alone triggers a NO vote under the policy.
Overall Assessment
The 2026 Planet Fitness annual meeting presents three proposals; shareholders are directed to vote FOR on Say on Pay (strong pay-for-performance structure and 93% prior-year support) but AGAINST on auditor ratification (non-audit fees exceed 60% of audit fees, breaching the 50% independence threshold) and AGAINST two of the four director nominees (Spinelli and Anderson, both long-tenured directors whose oversight period coincides with Planet Fitness stock underperforming the XLY consumer cyclical ETF by 61.6 percentage points over three years).