Life Time Group (LTH) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2025, with revenue exceeding $2.9 billion and net income of $373.7 million, driven by higher member engagement and increased revenue per membership.

• Opened 10 new clubs in 2025 and plan to accelerate new club growth in 2026, focusing on large-format athletic country clubs and nearly doubling new square footage.

• Initiated a $500 million share repurchase program, supported by strong cash flow and a conservative balance sheet.

• Continued investment in digital initiatives, including the launch of an AI-driven personal health companion.

Voting matters and shareholder proposals

• Election of five Class II directors to serve until the 2029 annual meeting.

• Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; currently 13 members, reducing to 12 after a resignation.

• Majority of directors are independent; committees include Audit, Compensation, Nominating and Corporate Governance, and Capital Allocation.

• Supermajority voting standards remain for key governance changes; board regularly reviews classified structure and voting standards.

• Stockholders Agreement grants certain nomination rights to principal stockholders, subject to ownership thresholds.