Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On September 14, 2020, Town Sports International Holdings, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") at which the Company's stockholders approved the Amendment No. 4 to the Company's 2006 Stock Incentive Plan (as Amended and Restated Effective April 2, 2015) (the "Plan Amendment") and authorized and reserved 3,000,000 shares of the Company's common stock to be issued thereunder. The Board of Directors of the Company previously approved the Plan Amendment on July 15, 2020, subject to stockholder approval.

The material features of the Plan Amendment are described in the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed on August 6, 2020 (the "Proxy Statement") in the Section entitled "Proposal Four - Approval of Amendment No. 4 to the Company's 2006 Stock Incentive Plan (as Amended and Restated Effective April 2, 2015)," which description is filed herewith as Exhibit 99.1 and incorporated herein by reference. The above description of the Plan Amendment is qualified in its entirety by reference to the Plan Amendment filed herewith as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 14, 2020, the Company held its Annual Meeting. The following matters were submitted to a vote of the Company's stockholders at the Annual Meeting: (i) the election of four directors to serve until the Company's 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020; (iii) a non-binding advisory vote to approve the compensation paid to the Company's named executive officers; and (iv) the approval of the Plan Amendment to increase the number of shares of the Company's common stock authorized and reserved for issuance thereunder by 3,000,000 shares. The number of shares of the Company's common stock outstanding and eligible to vote as of July 20, 2020, the record date for the Annual Meeting, was 29,715,140.





Each of the matters submitted to a vote of the Company's stockholders at the
Annual Meeting was approved by the requisite vote of the Company's stockholders.
Set forth below is the number of votes cast for, against or withheld, as well as
the number of abstentions and broker non-votes, as to each such matter,
including a separate tabulation with respect to each nominee for director, as
applicable:



Proposal 1
Election of Directors
                                                          Broker
Director Nominees            For          Withheld       Non-Votes
Martin J. Annese          10,456,140       700,427       6,897,964
Jeffery Crivello          10,695,361       461,206       6,897,964
Justin Lundberg           10,560,437       596,130       6,897,964
Patrick Walsh             10,367,067       789,500       6,897,964








                                                                                          Broker
Proposal 2                               For            Against         Abstain         Non-Votes
Ratification of the appointment
of BDO USA, LLP                       17,487,389         444,987         122,155                -




                                                                                         Broker
Proposal 3                               For            Against         Abstain         Non-Votes
Advisory vote on compensation of
named executive officers              10,281,787         821,208          53,572        6,897,964






                                                                                 Broker
Proposal 4                            For           Against       Abstain       Non-Votes

Approval of the Plan Amendment 8,970,369 2,112,230 73,968 6,897,964

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




   10.1     Amendment No. 4 to the Town Sports International Holdings, Inc. 2006
          Stock Incentive Plan.


   99.1     The Section entitled "Proposal Four - Approval of Amendment No. 4 to
          the Company's 2006 Stock Incentive Plan (as Amended and Restated
          Effective April 2, 2015)" of the Company's Definitive Proxy Statement
          (incorporated herein by reference to the Company's Definitive Proxy
          Statement on Schedule 14A filed on August 6, 2020).

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