Peloton Interactive Inc

1. 1

   Election of Class I Director

   ManagementBoard: FOR

   Elect Angel L. Mendez to serve as a Class I director for a three-year term expiring at the 2029 annual meeting and until his successor is elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Peloton’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Non-Binding Advisory Vote on Frequency of Future Executive Compensation Votes

   ManagementBoard: FOR

   Advise whether future non-binding advisory votes on named executive officer compensation should occur every one, two, or three years; the Board recommends every three years.

   More detail

   Proposal 3 asks stockholders to select the preferred frequency—one, two, or three years—for future non-binding advisory votes on named executive officer compensation. The vote is required under SEC rules at least once every six years and is advisory rather than binding. The Board recommends a triennial schedule rather than an annual or biennial schedule. Management argues that a three-year interval gives stockholders enough time to assess the Company’s compensation program and its relationship to longer-term performance. It also contends that annual or biennial voting could place excessive emphasis on a single year’s results or compensation actions. The proposal does not ask stockholders to approve or reject executive pay itself. Instead, it asks them to express a preference that the Board and the Nominating, Governance and Corporate Responsibility Committee will consider in future scheduling decisions. Peloton notes that stockholders previously preferred triennial Say-on-Pay votes at the 2020 annual meeting. The recommendation is especially relevant because Peloton redesigned its executive compensation program for Fiscal 2026 around greater pay-for-performance weighting, including annual cash incentives and performance stock units. The Board therefore believes a longer review period is more consistent with evaluating the Company’s multi-year compensation design and performance outcomes.

4. 4

   Other Business and Adjournments or Postponements

   Management

   Authorize the transaction of any other business that may properly come before the meeting and any related adjournments or postponements.

   More detail

   This item covers other business that may properly come before the Annual Meeting, as well as any adjournment or postponement. It is a standard omnibus provision rather than a specified substantive proposal. The Board states that it does not presently intend to bring other business and is not aware of matters beyond those listed in the Notice. If another matter is properly presented, the designated proxy holders may vote in accordance with their judgment. The item provides procedural flexibility for meeting administration and does not identify a separate corporate action for stockholders to evaluate in advance. It may also permit approval of an adjournment or postponement if necessary to complete the meeting or solicitation process. No shareholder proponent is identified. No specific Board recommendation of “for” or “against” is stated for this item. The proxy materials instead authorize discretionary voting on properly presented matters. Accordingly, the item should be treated as a contingent procedural matter rather than a substantive management initiative.

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When is the Peloton Interactive Inc 2026 annual meeting?

Peloton Interactive Inc (PTON) holds its 2026 annual shareholder meeting on Tuesday, December 8, 2026.

What is the record date for the Peloton Interactive Inc 2026 meeting?

The record date for the Peloton Interactive Inc 2026 meeting is Wednesday, October 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Peloton Interactive Inc's 2026 meeting?

The board is presenting 1 director nominee at the Peloton Interactive Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Peloton Interactive Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Peloton Interactive Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.