PELOTON INTERACTIVE INC
For the period ended Dec 3, 2024. Filed Oct 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 3, 2024 · Filed Oct 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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PELOTON INTERACTIVE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| “YOUR VOTEIS IMPORTANT. WHETHER ORNOT YOU PLANTO ATTEND THE ANNUAL MEETING, PLEASE CASTYOUR VOTE AS SOON AS POSSIBLE BY INTERNET, TELEPHONE,OR MAIL.” | TO OUR STOCKHOLDERS: You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Peloton Interactive, Inc., which will be held virtually at www.virtualshareholdermeeting.com/PTON2024 on Tuesday, December 3, 2024 at 11:00 a.m. Eastern Time. To ensure stockholder access regardless of location, the Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”). Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting. We would also like to recognize Jon Callaghan, who is not standing for reelection. The Board would like to thank Jon for his many years of service to the Company. We wish him all the best in the future. Sincerely, JAY HOAG Chairperson of the Board of Directors IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, DECEMBER 3, 2024. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.VIRTUALSHAREHOLDERMEETING.COM/PTON2024. |
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PELOTON INTERACTIVE, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| PELOTON INTERACTIVE, INC. 441 Ninth Avenue, Sixth Floor New York, New York 10001 | ||
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| TIME AND DATE: | Tuesday, December 3, 2024 at 11:00 a.m. Eastern Time | |
| PLACE: | You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Peloton Interactive, Inc., which will be held virtually at www.virtualshareholdermeeting.com/PTON2024. To ensure stockholder access regardless of location, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person. | |
| ITEMS OF BUSINESS: | 1. | Elect one Class II director of Peloton Interactive, Inc., to serve a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified. |
| 2. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025. | |
| 3. | Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. | |
| 4. | Transact such other business as may properly come before the Annual Meeting or approve any adjournments or postponements thereof. | |
| RECORD DATE: | Only stockholders of record at the close of business on October 11, 2024 are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof. | |
| PROXY VOTING: | Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents 20 votes. For questions regarding your stock ownership, you may contact us through our website at https://investor.onepeloton.com or, if you are a registered holder, our transfer agent, Equiniti Trust Company, LLC, through its website at https://www.shareowneronline.com, by phone at (800) 937-5449, or by e-mail at HelpAST@equiniti.com. | |
| This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about October 22, 2024. For ten days ending on the day prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters at 441 Ninth Avenue, Sixth Floor, New York, New York 10001. | ||
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
By Order of the Board of Directors,
TAMMY ALBARRÁN
Chief Legal Officer and Corporate Secretary
New York, New York
October 22, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.