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 21, 2011
Life Time Fitness, Inc.
(Exact name of Registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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001-32230
(Commission File Number)
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41-1689746
(IRS Employer
Identification No.) |
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2902 Corporate Place
Chanhassen, Minnesota
(Address of principal executive offices)
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55317
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
At the annual meeting of shareholders of Life Time Fitness, Inc. (the “Company”) held on April
21, 2011, the shareholders approved the Life Time Fitness, Inc. 2011 Long-Term Incentive Plan
(“2011 Plan”). The purpose of the 2011 Plan is to provide long-term incentives to persons with
responsibility for the success and growth of the Company, to associate the interests of such person
with those of the Company’s shareholders, to assist the Company in recruiting, retaining, and
motivating a diverse group of employees, consultants, advisors and non-employee directors on a
competitive basis, and to ensure a pay-for-performance linkage for such employees and outside
directors.
The Company’s board of directors believes that equity-based incentives are an important part
of total compensation for our executives as well as for certain other senior and management-level
employees. The 2011 Plan authorizes the issuance of up to 2,500,000 shares of the Company’s common
stock pursuant to awards granted under the 2011 Plan. This number is subject to adjustment for
future stock splits, stock dividends and similar changes in the capitalization of the Company. The
2011 Plan will remain in effect until the tenth anniversary of its effectiveness (April 21, 2021),
or such earlier date on which the plan is terminated. In addition, our Company’s board of directors
may terminate the plan at any time, subject to the conditions stated in the plan. The Company’s
Compensation Committee, consisting of independent directors, administers the 2011 Plan.
The types of awards that may be granted under the 2011 Plan include incentive and
non-qualified stock options, stock appreciation rights, restricted shares, restricted share units,
performance awards, and other stock-based awards. Subject to exception for a participant’s
termination, death or disability, the incentive and non-qualified stock options and stock
appreciation rights will terminate after ten (10) years after the date of grant, unless otherwise
determined by the Compensation Committee. Except for the participant’s death or disability,
restricted share, restricted share units and performance awards will terminate at the date of the
participant’s termination of employment, unless otherwise determined by the Compensation Committee.
The Company may not use shares repurchased using option exercise proceeds for new grants. Further,
the 2011 Plan prohibits repricing of stock options or stock appreciation rights without prior
shareholder approval. Finally, upon the approval of the 2011 Plan, the Company ceased making
awards under the Amended and Restated Life Time Fitness, Inc. 2004 Long-Term Incentive Plan (the
“2004 Plan”).
The 2011 Plan is incorporated herein by reference to Appendix A to the Company’s Proxy
Statement filed with the Commission on March 7, 2011 (the “Proxy Statement”), and is described more
fully in the Proxy Statement.
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders held on April 21, 2011, 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:
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For |
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Withheld |
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Broker Non-Votes |
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Bahram Akradi |
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36,823,141 |
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1,129,843 |
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1,958,403 |
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Giles H. Bateman |
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37,845,766 |
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107,218 |
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1,958,403 |
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Jack W. Eugster |
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37,830,960 |
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122,024 |
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1,958,403 |
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Guy C. Jackson |
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37,831,130 |
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121,854 |
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1,958,403 |
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John K. Lloyd |
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37,845,775 |
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107,209 |
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1,958,403 |
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Martha A. Morfitt |
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37,557,684 |
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395,300 |
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1,958,403 |
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John B. Richards |
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37,845,775 |
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107,209 |
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1,958,403 |
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Joseph S. Vassalluzzo |
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37,845,775 |
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107,209 |
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1,958,403 |
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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, 2011. The proposal passed
on a vote of 38,879,401 in favor, 1,023,627 against, 8,359 abstentions and no broker non-votes.
3. Proposal to approve the 2011 Plan. The proposal passed on a vote of 34,958,102 in favor,
2,987,953 against, 6,929 abstentions and 1,958,403 broker non-votes.
4. Proposal to approve, on an advisory basis, the 2010 compensation of our named executive officers
as disclosed in the Proxy Statement. The proposal passed, on an advisory basis, with a vote of
37,512,639 in favor, 433,714 against, 6,631 abstentions and 1,958,403 broker non-votes.
5. Proposal to vote, on an advisory basis, on the frequency of including an advisory vote on the
compensation of our named executive officers in future proxy statements. The shareholders expressed
a preference for holding the vote every year based on the votes listed below:
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Every Year: |
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22,658,188 |
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Every Two Years: |
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223,501 |
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Every Three Years: |
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15,035,129 |
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Abstentions: |
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36,166 |
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Broker Non-Votes: |
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1,958,403 |
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As of the close of business on the record date for the meeting, which was February 28, 2011, there
were 42,266,779 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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| Item 9.01. |
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Financial Statements and Exhibits. |
The following Exhibit is being filed herewith:
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10.1 |
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Life Time Fitness, Inc. 2011 Long-Term Incentive
Plan (incorporated by reference to Appendix A to the
Company’s Proxy Statement (File No. 001-32230) filed
with the Commission on March 7, 2011). |
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