UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 24, 2014
Life Time Fitness, Inc.
(Exact name of Registrant as specified in its charter)
| Minnesota | 001-32230 | 41-1689746 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2902 Corporate Place Chanhassen, Minnesota |
55317 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (952) 947-0000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders held on April 24, 2014, the shareholders voted on the following:
1. Proposal to elect a board of directors of eight directors, to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. The following directors were elected based on the votes listed below:
| Nominee | For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Bahram Akradi |
35,150,117 | 962,994 | 1,876 | 2,230,864 | ||||||||||||
| Giles H. Bateman |
35,983,810 | 128,481 | 2,696 | 2,230,864 | ||||||||||||
| Jack W. Eugster |
35,984,108 | 128,174 | 2,705 | 2,230,864 | ||||||||||||
| Guy C. Jackson |
35,981,719 | 130,527 | 2,741 | 2,230,864 | ||||||||||||
| John K. Lloyd |
35,933,704 | 147,492 | 33,791 | 2,230,864 | ||||||||||||
| Martha A. Morfitt |
35,952,034 | 129,261 | 33,692 | 2,230,864 | ||||||||||||
| John B. Richards |
36,062,611 | 49,634 | 2,742 | 2,230,864 | ||||||||||||
| Joseph S. Vassalluzzo |
35,983,812 | 128,424 | 2,751 | 2,230,864 | ||||||||||||
2. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The proposal passed with a vote of 36,974,702 in favor, 1,368,779 against, 2,370 abstentions and no broker non-votes.
3. Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement. The proposal passed, on an advisory basis, with a vote of 29,104,953 in favor, 6,982,319 against, 27,715 abstentions and 2,230,864 broker non-votes.
As of the close of business on the record date for the meeting, which was February 27, 2014, there were 42,583,104 shares of common stock outstanding and entitled to vote at the meeting. Each share of common stock was entitled to one vote per share.
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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, thereunto duly authorized.
| LIFE TIME FITNESS, INC. | ||||||
| Date: April 28, 2014 | By | /s/ James N. Spolar | ||||
| James N. Spolar | ||||||
| Associate General Counsel and Secretary | ||||||
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