Blackwells Capital Activist Presentation Deck
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DUAL-CLASS STRUCTURE LIMITS ACCOUNTABILITY TO SHAREHOLDERS
The voting power of Peloton's insiders is vastly disproportionate to their economic interest in the Company
Peloton maintains a dual-class voting structure, under
which Class A shares represent one vote while Class
B shares, which are controlled by insiders,
represent twenty votes each
As a result, Peloton insiders control more than 75%
of the voting power, despite only having an
economic interest in Peloton of approximately 12%
Only 8% of companies in the S&P 500 have dual-class
share structures with unequal voting
Blackwells believes Mr. Foley's recent stock sales
(possibly made under financial duress) may be
creating a greater imbalance between insider voting
power and economic interest
▪ This structure will continue to impair accountability to
shareholders as long as it remains in place
BW
BLACKWELLS CAPITAL
Economic Interest
Voting Power
Voting Power of Insiders vs. Economic Interest¹
8%
0%
12%
S&P 500
25%
% of Companies with Dual-Class Shares with Unequal Voting²
12%
50%
Nasdaq 100
75%
78%
13%
Russell 1000
(1) Source: ISS Report, Peloton Interactive, Inc., November 23, 2021. "Insiders" based on ISS' definition of "Strategic Shareholders," which include John Foley, William Lynch, Thomas Cortese, Hisao Kushi and Jill Woodworth.
(2) Source: FactSet. Data as of April 8, 2022.
100%
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