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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 ¨
 
Check the appropriate box:
 
 
 
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Preliminary Proxy Statement
 
 
 
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Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
 
 
 
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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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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
 
 
 
 
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Title of each class of securities to which transaction applies:
 
 
 
 
 
 
 
(2)
 
Aggregate number of securities to which transaction applies:
 
 
 
 
 
 
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
 
 
 
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Total fee paid:
 
 
 
 
 
 
 
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Fee paid previously with preliminary materials.
 
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 10, 2017.
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Town Sports International HLDGS, INC.
Meeting Information
Meeting Type:
Annual Meeting
 
 
For holders as of:
March 15, 2017
 
 
Date: May 10, 2017 Time:    10:00 AM EDT
 
Location:
Crowne Plaza Times Square
 
 
 
1605 Broadway
 
 
 
New York, NY 10019
 
 
 
To obtain driving directions, please call 212-246-6700 and ask for directions to the 2017 Annual Meeting
 
 
 
 
 
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 arrowhttp://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11494219&doc=2 (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 arrowhttp://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11494219&doc=2 (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 April 26, 2017 to facilitate timely delivery.

How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder 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 arrowhttp://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11494219&doc=2 (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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Your Board of Directors recommends you vote FOR the following:
 
 
 
 
 
 1.
Election of Directors
 
 
 
 
 
 
Nominees:
 
 
 
 
 
 
01 Martin J. Annese 02 Jason M. Fish 03 Thomas J. Galligan III 04 Patrick Walsh 05 L. Spencer Wells
 
 
 
 
 
 
 
 
The Board of Directors recommends that you vote FOR proposals 2, 3 and 4.
 
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, 2017.
 
3.
Advisory Vote on Executive Compensation: To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.
 
4.
Proposal to approve Amendment No. 2 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) to increase the number of shares available for issuance thereunder.
 
 
 
 
 
 
 
 
 
 
 
 
NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof.
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