The Beachbody Company (BODY) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, will be held virtually, with voting available online, by phone, or mail.

• Record date for voting is April 15, 2026; only holders of Class A and Class X Common Stock as of this date may vote.

• Three main proposals: election of nine directors, ratification of Deloitte & Touche LLP as auditor, and advisory approval of executive compensation.

• Class A shares have one vote each; Class X shares have ten votes each, with CEO Carl Daikeler controlling a majority of voting power.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors, all current members, for terms expiring at the 2027 annual meeting.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026; audit fees for 2025 were $1.39M.

• Proposal 3: Advisory (non-binding) vote on executive compensation; board recommends approval.

• Shareholders may submit proposals for the 2027 meeting by December 23, 2026, and must comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of nine directors with diverse backgrounds in media, finance, law, and technology.

• Majority of directors are independent per Nasdaq standards; regular executive sessions held without management.

• Board committees: Audit (Lundy, Conlin, Mayer), Compensation (Van de Bunt, Conlin, Frank), Nominating & Governance (Heller, Frank, Salter, Van de Bunt).

• Company qualifies as a "controlled company" under Nasdaq rules due to CEO's voting power, exempting it from some governance requirements.

• Code of ethics, corporate governance guidelines, and insider trading policy are in place and available online.