Edgar Filing: TOWN SPORTS INTERNATIONAL HOLDINGS INC

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



Filed by the Registrant ý	Filed by a party other than the Registrant ¨



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¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))

ý		Definitive Proxy Statement only

¨		Definitive Additional Materials

¨		Soliciting Material Pursuant to §240.14a-12

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 15, 2019.



TOWN SPORTS INTERNATIONAL HOLDINGS, INC.	Meeting Information
	Meeting Type: Annual Meeting
	For holders as of: March 20, 2019
	Date: May 15, 2019 Time: 10:00 AM EDT
	Location:	Crowne Plaza Times Square
		1605 Broadway 15th Floor
		New York, NY 10019


TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ATTN: Carolyn Spatafora 399 EXECUTIVE BOULEVARD ELMSFORD, NY 10523	You are receiving this communication because you hold shares in the above named company.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).


	We encourage you to access and review all of the important information contained in the proxy materials before voting.

	See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement 2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET:	www.proxyvote.com
	2) TELEPHONE:	1-800-579-1639
	3) BY E-MAIL*:	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 01, 2019 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods



	Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

	Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



	Voting Items

	The Board of Directors recommends you vote FOR the following:
	1.	Election of Directors
		Nominees:
		01 Martin J. Annese 02 Marcus B. Dunlop 03 Thomas J. Galligan III 04 Mandy Lam 05 Patrick Walsh
		06 L. Spencer Wells

	The Board of Directors recommends you vote FOR proposals 2 and 3.
	2.	Proposal to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.
	3.	Advisory Vote on Executive Compensation: To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.
	The Board of Directors recommends you vote 1 YEAR on the following proposal:
	4.	Advisory Vote on Frequency of Stockholder Votes on Executive Compensation: To determine, in a non-binding advisory vote, whether a Stockholder vote to approve the compensation paid to our named executive officers should occur annually.
	The Board of Directors recommends you vote FOR the following proposal:
	5.	Proposal to approve Amendment No. 3 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amendment and restated effective April 2, 2015) to increase the number of shares available for issuance thereunder by two million shares.

	NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof.