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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 21, 2020
Fitbit, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-37444 20-8920744
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

199 Fremont Street, 14th Floor
San Francisco California 94105
(Address of Principal Executive Offices) (Zip Code)

(415) 513-1000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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
Class A Common Stock, $0.0001 par value FIT New York Stock Exchange

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 ☐
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. o


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

On May 21, 2020, Fitbit, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2020 (the “Proxy Statement”). Holders of the Company’s Class A Common Stock were entitled to one vote for each share held as of the close of business on March 24, 2020 (the “Record Date”) and holders of the Company’s Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 210,589,407 shares of Class A and Class B Common Stock, together representing a total of 472,929,534 votes, or more than 89% of the eligible votes as of the Record Date, constituting a quorum.

At the Meeting, the Company’s stockholders voted on the following proposals:

1.To elect seven directors, all of whom are currently serving on the Company’s board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

2.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

3.A stockholder proposal regarding simple majority voting.

The final results for each of these proposals are as follows:

Proposal 1: Election of Directors.
Nominee Votes Votes Withheld Broker Non-Votes
James Park 416,343,843 2,249,410 54,336,281
Eric N. Friedman 417,013,780 1,579,473 54,336,281
Laura J. Alber 384,786,874 33,806,379 54,336,281
Matthew Bromberg 384,522,836 34,070,417 54,336,281
Glenda Flanagan 417,087,975 1,505,278 54,336,281
Bradley Fluegel 383,522,742 35,070,511 54,336,281
Steven Murray 416,668,798 1,924,455 54,336,281

Each of the seven nominees were elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes For Votes Against Abstentions
468,888,669 3,167,076 873,789

The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. There were no broker non-votes on this matter.

Proposal 3: Stockholder Proposal Regarding Majority Voting.
Votes For Votes Against Abstentions Broker Non-Votes
83,669,472 332,469,716 2,454,065 54,336,281

The stockholders did not approve the stockholder proposal regarding majority voting.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FITBIT, INC.
Date: May 27, 2020 By: /s/ Andy Missan
Name: Andy Missan
Title: Executive Vice President, General Counsel, and Secretary


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