| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 24, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Board”) of The Beachbody Company, Inc. (the “Company”), and pursuant to the Amended and Restated Bylaws of the Company, the Board expanded the size of the Board from 6 to 7 directors and appointed Kristin Frank to fill the vacancy created by such expansion. The Company’s Board is declassified. In connection with such Board appointment, effective as of November 24, 2021, Ms. Frank was appointed to the Compensation and Nominating and Corporate Governance Committees of the Board. The Company announced the appointment of Ms. Frank in its November 30, 2021 press release. A copy of that press release is being filed with this Form 8-K as Exhibit 99.1.
Ms. Frank has served as the Chief Executive Officer or President at AdPredictive since September 2018. Prior to AdPredictive, she held multiple leadership positions at Viacom, Inc. (now ViacomCBS Inc.), a public mass media and entertainment conglomerate corporation, having served as the Chief Operating Officer of MTV from 2015 to 2017 and before that serving as the Executive Vice President, Head of Digital in the Music and Entertainment Division, from 2013 to 2015. During her time at Viacom, Ms. Frank also served as the General Manager of MTV & VH1 Digital Media from 2009 to 2012, Chief Operating Officer of LOGO TV from 2005 to 2009 and Regional Vice President of Content Distribution and Marketing from 1995 to 2005. Ms. Frank’s career began in finance working for Heller Financial which was acquired by GE. Ms. Frank is currently a director and the chairman of the Compensation Committee and serves on the Nominating and Governance Committee of Brightcove, Inc. and a board director, a member of the Audit Committee, and the chairman of the Compensation Committee of Gaia, Inc. Formerly, she served as a member of the board of directors at Gaiam, Inc., which was sold to Sequential Brands Group in 2016. Ms. Frank obtained a Bachelor of Business Administration from the University of Iowa.
Pursuant to the Company’s non-employee director compensation program, Ms. Frank was granted on the date of her appointment an initial restricted stock unit award to purchase 42,487 shares of the Company’s common stock, which vest in full on the earlier of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to Ms. Frank’s continued service through the applicable vesting date. Ms. Frank will also be granted an annual restricted stock unit award with a value of $200,000 each calendar year beginning with calendar year 2022. The number of restricted stock units subject to an annual award will be determined by dividing the value by the closing price for the Company’s Class A common stock on the applicable grant date. Each annual award will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to continued service through the applicable vesting date. Ms. Frank will receive cash compensation for her service on the Board in accordance with the Company’s non-employee director compensation program, as such program may be amended from time to time. Ms. Frank has also entered into the Company’s standard form of Indemnification Agreement.
There is no arrangement or understanding between Ms. Frank and any other person pursuant to which Ms. Frank was appointed as a director. Ms. Frank is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Ms. Frank is an independent director in accordance with the listing requirements of the New York Stock Exchange.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
The following exhibit is furnished as part of this Report pursuant to Item 5.02:
The information disclosed pursuant to Item 9.01 in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information disclosed pursuant to Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Securities Exchange Act of 1934, as amended.
