Peloton Announces Date of Annual Shareholder Meeting: December 6, 2022

Peloton has published a DEF 14A form, a proxy statement prepared in advance of a company’s annual shareholder meeting. The filing contains information about the 2022 shareholder meeting as well as important updates on the state of the business.

The filing starts out with a letter to shareholders from Karen Boone, Chairperson of the Board of the Directors, in which she shares that Peloton’s 2022 shareholder meeting will take place virtually on December 6 at 5:00pm ET. Before the meeting Peloton will hold their Q1 2023 earnings call on November 3 at 8:30am ET.

There are three items of business listed for the annual shareholder meeting:

  1. Elect one Class III director of Peloton Interactive, Inc., to serve a three-year term expiring at the 2025 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, 2023.
  3. Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The meeting will take place virtually at http://www.virtualshareholdermeeting.com/PTON2022.

Peloton’s 2021 shareholder meeting took place December 9, 2021.

In addition to information about the meeting, the filing also contains some interesting information and disclosures.

First, CEO Barry McCarthy’s total compensation potential was $168 million when he joined Peloton earlier this year. The filing states that this is 2,299 times more than the median Peloton employee salary, which is $73,117. However, as the Financial Times points out, McCarthy was not paid $168 million in cash:

On paper, McCarthy’s package would make him one of the highest-paid chief executives in the US, though the filing said ‘nearly all of this amount reflects Mr. McCarthy’s new hire equity grant’ – options to purchase shares at a later date. All of his 8mn options are currently underwater as Peloton’s equity value has declined by four-fifths since he was appointed.

The filing notes that these stock grants were intended to be in lieu of additional stock over the next four years.


As set forth in the Fiscal 2022 Summary Compensation Table, the total annual compensation of our CEO, Barry McCarthy, for Fiscal 2022 was $168,073,420, though nearly all of this amount reflects Mr. McCarthy’s new hire equity grant which was intended to be granted in lieu of any additional equity awards for approximately four years. Our median employee’s annual total compensation for Fiscal 2021 was $73,117, resulting in a CEO pay ratio of 2,299:1.

The filing also reveals that former CEO John Foley sold $97 million worth of shares in the fiscal year that ended on June 30, 2022. Five other top executives sold $88 million worth of shares.

In addition, Peloton will now prohibit employees from pledging shares as collateral – for example, if a Peloton employee applies for a loan and needs to put up collateral, they would not be able to tap their Peloton shares for that purpose.

The filing also provides an update on the state of the business, revealing that Peloton All-Access subscriptions (those who own a hardware device) grew 27% from June 30, 2021 to June 30, 2022. App-only subscriptions increased by 12% within that period. The total number of members was at 6.9 million as of June 30, 2022.

The filing also touches on Peloton’s ongoing restructuring plan, which has included numerous rounds of layoffs, a total shift to third party delivery and repairs, and the closure of the Peloton Output Park.

As a reminder, Peloton’s Q1 2023 earnings call will take place on November 3 at 8:30am ET. As always, we will share any news and updates following the call.

You can view the entire filing via Peloton’s website.


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Katie Weicher
Katie Weicher is a writer for Pelo Buddy. She purchased her Peloton Bike in 2016 and has been riding, strength training, and yoga flowing ever since. You can find her on the leaderboard at #kweich.

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