Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 27K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 238K
7: R1 Cover Page HTML 47K
9: XML IDEA XML File -- Filing Summary XML 12K
12: XML XBRL Instance -- pton-20240404_htm XML 15K
8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.DEF XBRL Definitions -- pton-20240404_def XML 40K
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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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
Name of Each Exchange on Which Registered
iClass A Common Stock, $0.000025 par value per share
iPTON
iThe
Nasdaq Stock Market LLC
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 i☐
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.☐
On
April 4, 2024, the Board of Directors of Peloton Interactive, Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), effective as of such date. Among other things, the Second Amended and Restated Bylaws:
(a) revise the disclosure and procedural requirements in connection with stockholder nominations of directors and solicitation of proxies, including by incorporating
changes relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in light of the universal proxy rules adopted by the Securities and Exchange Commission;
(b) allow for “householding” of stockholder notices in accordance with Rule 14a-3(e) under the Exchange Act and Section 233 of the Delaware General Corporation Law (the “DGCL”);
(c) update various provisions to reflect amendments to the DGCL, including by clarifying the adjournment procedures for virtual meetings of stockholders and eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders; and
(d) add an emergency bylaw
provision to authorize certain actions by directors without quorum during an emergency.
The foregoing summary and description of the provisions of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.