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Planet Fitness, Inc. (NYSE:PLNT), a franchisor and operator of fitness centers with a market capitalization of $8.36 billion and impressive 64.68% return over the past year, announced a significant amendment to its corporate bylaws on Monday, introducing proxy access for stockholders. The New Hampshire-based company’s Board of Directors approved the amendment and restatement of the bylaws effective March 12, 2025. According to InvestingPro, the company maintains strong gross profit margins and shows good overall financial health, with 14 additional key insights available to subscribers.
The newly adopted Section 1.11 of the bylaws enables a stockholder or a group of up to 20 stockholders, owning at least 3% of Planet Fitness’ outstanding common stock continuously for three years, to nominate director candidates. These stockholders now have the right to include their nominees in the company’s proxy statement for its annual meeting, provided they meet specific eligibility and procedural requirements.
The amendment allows for the nomination of the greater of two directors or 20% of the board, as long as the nominations are submitted within a specified timeframe relative to the company’s annual meeting. The notice for proxy access nomination must be delivered to the Corporate Secretary no earlier than 120 days and no later than 90 days before the anniversary date of the previous year’s annual meeting.
This change comes as part of Planet Fitness’ efforts to enhance stockholder rights and engagement. The company’s move aligns with a broader trend among public companies to provide investors with greater influence over board composition.
The detailed conditions for proxy access, including the nomination process and required documentation, are outlined in the amended bylaws. These documents were filed with the Securities and Exchange Commission (SEC) and are attached as Exhibit 3.2 to the company’s Current Report on Form 8-K.
The announcement of the bylaw amendment is based on a press release statement and reflects the company’s commitment to corporate governance practices that acknowledge the voice of its investors. Currently trading at $98.72, InvestingPro analysis indicates the stock is trading above its Fair Value, with multiple valuation metrics suggesting premium pricing. For detailed valuation analysis and expert insights, investors can access the comprehensive Pro Research Report, available for Planet Fitness and 1,400+ other top US stocks.
Planet Fitness, which operates under the industry classification of membership sports and recreation clubs, has made these changes effective immediately, as of the date of approval by the Board. The adoption of proxy access by Planet Fitness may interest investors who value corporate governance structures that facilitate active and meaningful participation in the company’s decision-making processes. With a current ratio of 2.08 and strong financial health metrics, the company demonstrates solid operational stability, though investors should note that 9 analysts have recently revised their earnings expectations downward for the upcoming period.
In other recent news, Planet Fitness reported stronger-than-expected fourth-quarter earnings, with equipment revenue increasing by 49% year-over-year. This growth was driven by over 60% of franchisees participating in a special equipment purchase program. Analysts from RBC Capital Markets, BofA Securities, and Piper Sandler have adjusted their price targets for Planet Fitness shares, with RBC Capital lowering its target to $110, BofA Securities to $115, and Piper Sandler also to $115. Despite these adjustments, RBC Capital and BofA Securities maintain an Outperform and Buy rating, respectively, while Piper Sandler continues to rate the stock as Overweight.
DA Davidson reiterated a Neutral rating with a price target of $87, noting the company’s guidance for 2025, which includes a 10% revenue growth expectation. TD Cowen remains positive, keeping a Buy rating and a $125 target, highlighting the introduction of a ’Click To Cancel’ feature as a factor with limited downside risk. Planet Fitness anticipates comparable store sales growth of 5-6% for fiscal year 2025 and plans to open 160-170 new locations. The company is also managing increased personnel expenses and capital expenditures as it pursues international expansion. Investors are awaiting more detailed long-term targets, expected to be shared during an investor day later in the year.
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