Life Time Group Holdings Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect five Class II director nominees (Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher and Jennifer Pomerantz) to serve until the 2029 annual meeting.

2. 2

   Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to validate its pay philosophy and to demonstrate alignment between executive compensation and company performance, emphasizing performance-based equity awards tied to Adjusted EBITDA and multi-year performance stock units. The Compensation Committee continues to rely on Adjusted EBITDA as the short-term and multi-year performance metric and has structured short-term awards as performance-based restricted stock units and long-term awards as a 50/50 split of time-based restricted stock units and performance stock units with tranche-based vesting levels; the Committee also adjusted certain NEO pay elements (notably increasing CFO pay and incentive opportunities) to remain competitive. The Board recommends a vote FOR, citing strong 2025 financial performance (record Adjusted EBITDA of $825.2 million) and prior high shareholder support (>97%) as justification; they argue the design promotes long-term alignment, mitigates excessive risk through vesting features, and uses external benchmarking. Potential shareholder concerns could include use of a classified board, clustered equity awards, major insider ownership concentrations and significant CEO pay resulting in high CEO-to-median pay ratio; management’s counterargument is that compensation is performance-based and aligned with long-term shareholder value, and that governance practices (stock ownership guidelines, clawback policy, independent committees) mitigate risks.

3. 3

   Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Life Time Group Holdings Inc 2026 annual meeting?

Life Time Group Holdings Inc (LTH) holds its 2026 annual shareholder meeting on Wednesday, April 22, 2026.

What is the record date for the Life Time Group Holdings Inc 2026 meeting?

The record date for the Life Time Group Holdings Inc 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Life Time Group Holdings Inc's 2026 meeting?

The board is presenting 5 director nominees at the Life Time Group Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Life Time Group Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Life Time Group Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.