Beachbody Company, Inc. false 0001826889 0001826889 2022-12-28 2022-12-28 0001826889 us-gaap:CommonStockMember 2022-12-28 2022-12-28 0001826889 us-gaap:WarrantMember 2022-12-28 2022-12-28

 

 

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): December 28, 2022

 

 

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-39735   85-3222090

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

400 Continental Blvd, Suite 400

El Segundo, California

     90245
(Address of Principal Executive Offices)     (Zip Code)

(310) 883-9000

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share   BODY   The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50   BODY WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, at the request of Carl Daikeler, Chairman and Chief Executive Officer of The Beachbody Company, Inc. (the “Company”), the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved the reduction of Mr. Daikeler’s annual base salary to $1.00 per year, effective as of November 15, 2021 (the “Reduction”). Due to the substantial achievement of cost savings for the Company during calendar year 2022 and unwavering focus on return to profitability, on December 28, 2022 the Committee determined to restore Mr. Daikeler’s annual base salary to $850,000, the same level in effect immediately prior to the Reduction, effective as of January 1, 2023 on a going-forward basis.

 

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.

 

    The Beachbody Company, Inc.
Date: December 28, 2022     By:   /s/ Blake T. Bilstad
      Name: Blake T. Bilstad
      Title: Chief Legal Officer and Corporate Secretary
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