Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 15, 2020, the Board of Directors (the "Board") of Town Sports
International Holdings, Inc. (the "Company") approved the appointment of Justin
Lundberg as a member of the Board with immediate effect, and appointed him to
serve as a member of the Board's Audit Committee.
Justin Lundberg is an attorney admitted to the bar in 2002, who has practiced in
Boston, Massachusetts for large firms in the areas of intellectual property and
litigation. Since January 2019, Justin has been General Counsel and Chairman of
the Board of Directors for Nature's Remedy of Massachusetts. Justin also owned
and operated several large multi-sport health and fitness clubs from 2005 to
2017, and since August 2016, has taught business studies courses specializing in
the field of Sport Management at Assumption College in Worcester, Massachusetts.
In 2018, he was a consultant to the Company. He is also a licensed real estate
broker, and has been a director at MOK Capital Advisors since November 2018.
Justin holds his Juris Doctor from Suffolk University Law School, a Master's in
Biology from Worcester Polytechnic Institute, and a Bachelor of Science from
College of the Holy Cross.
Mr. Lundberg serves as the sole member of JSP Realty Investments, LLC ("JSP"), a
company that receives annual payments from the Company of approximately $150,000
as part of a lease for real property located in Westborough, MA and for
electricity credits generated by a solar array also located in Westborough. As
the sole member of JSP, Mr. Lundberg is the sole beneficiary of such
transactions.
Mr. Lundberg is not party to any arrangement or understanding with any person
pursuant to which he was appointed as a director. Mr. Lundberg is not party to
any transactions in fiscal year 2020 requiring disclosure under Item 404(a) of
Regulation S-K that involve the Company, excluding the transactions described
herein. The Board has determined that Mr. Lundberg has the requisite
independence, professional experience and ability to read and understand
fundamental financial statements to serve as a member of the Audit Committee.
Item 5.08 Shareholder Director Nominations.
The Board has determined that it plans to hold the Company's Annual Meeting of
Stockholders on Monday, September 14, 2020 at 10:00 a.m. Eastern time (the "2020
Annual Meeting"). The record date for the determination of stockholders entitled
to receive notice of and vote at the 2020 Annual Meeting shall be the close of
business on July 20, 2020. Because the date of the 2020 Annual Meeting differs
by more than thirty days from the anniversary date of the 2019 Annual Meeting of
Stockholders, the Company is using this Current Report on Form 8-K to provide
the due date for the submission of any qualified stockholder proposals or
qualified stockholder nominations. The location of the 2020 Annual Meeting will
be as set forth in the Company's proxy statement for the 2020 Annual Meeting, to
be filed prior to the 2020 Annual Meeting with the Securities and Exchange
Commission ("SEC").
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any stockholder proposal intended to be considered
for inclusion in the Company's proxy materials for the 2020 Annual Meeting must
be delivered to, or mailed to and received at, the Company's principal executive
offices located at 399 Executive Boulevard, Elmsford, New York 10523 Attention:
General Counsel, on or before the close of business on August 1, 2020, which the
Company has determined to be a reasonable time before it expects to begin to
print and distribute its proxy materials prior to the 2020 Annual Meeting. In
addition to complying with this deadline, stockholder proposals intended to be
considered for inclusion in the Company's proxy materials for the 2020 Annual
Meeting must also comply with all applicable SEC rules, including Rule 14a-8, as
well as the Company's bylaws.
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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 
