Motion (2023-04-17)
- Date
- 2023-04-17
Summary
Exhibit B, filed April 17, 2023 as Document 80-6 in In re Peloton Interactive, Inc. Securities Litigation, Case No. 1:21-cv-02369-CBA-PK, in the U.S. District Court for the Eastern District of New York. It is a proposed Final Order and Judgment Approving Class Action Settlement, with blanks left for hearing dates, objections and award amounts. The proposed order would certify a Settlement Class under Rule 23(a) and (b)(3), find that notice satisfied Rule 23, the PSLRA and 28 U.S.C. § 1715, approve the Settlement as fair, reasonable and adequate, and dismiss the Amended Class Action Complaint filed January 21, 2022 with prejudice. It also sets out releases, limits on use of the Settlement as evidence, approval of the Plan of Allocation, and fee and expense awards. The ten-page document carries a signature line for United States District Judge Carol Bagley Amon.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 1 of 10 PageID #: 1480
EXHIBIT B
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 2 of 10 PageID #: 1481
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
Case No. 1:21-cv-02369-CBA-PK
IN RE PELOTON INTERACTIVE, INC. [PROPOSED] FINAL ORDER AND
SECURITIES LITIGATION JUDGMENT APPROVING CLASS
ACTION SETTLEMENT
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 3 of 10 PageID #: 1482
WHEREAS:
A. The above-captioned action is pending in this Court, and on April 17, 2023, Lead
Plaintiff Richard Neswick (“Lead Plaintiff”), individually and on behalf of each member of the
Settlement Class and Defendants Peloton Interactive, Inc. (“Peloton”), and John Foley, Jill
Woodworth, Hisao Kushi, and Brad Olson, with Peloton, the “Defendants,” and collectively with
Plaintiffs, the “Parties”), have entered into the Stipulation of Settlement that provides for a
complete dismissal with prejudice of the claims asserted against Defendants in the Action on the
terms and conditions set forth in the Stipulation, subject to approval of this Court (the
“Settlement”);
B. Pursuant to the Order Granting Preliminary Approval of Class Action Settlement,
Approving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of
Settlement, entered _______, 2023 (the “Preliminary Approval Order”), the Court scheduled a
hearing for ___________, to, among other things: (i) determine whether the proposed Settlement
of the Action on the terms and conditions provided for in the Stipulation is fair, reasonable, and
adequate, and should be approved by the Court; (ii) determine whether a judgment as provided
for in the Stipulation should be entered; and (iii) rule on Lead Counsel’s Fee and Expense
Application;
C. The Court ordered that the Notice of (I) Pendency of Class Action and Proposed
Settlement; (II) Settlement Hearing; and (III) Motion for Attorneys’ Fees and Litigation
Expenses (“Notice”) and Proof of Claim and Release Form (“Claim Form”), substantially in the
forms attached to the Preliminary Approval Order as Exhibits A-1 and A-3, be posted on the
settlement website www.PelotonSecuritiesSettlement.com on or before twenty-one (21) calendar
days after the date of entry of the Preliminary Approval Order (“Notice Date”), that the Postcard
Notice of (I) Pendency of Class Action and Proposed Settlement; (II) Settlement Hearing; and
(III) Motion for Attorneys’ Fees and Litigation Expenses (the “Postcard Notice”), substantially
in the form attached to the Preliminary Approval Order as Exhibit A-2, be mailed by first-class
mail, postage prepaid, on or before the Notice Date to all potential Settlement Class Members to
1
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 4 of 10 PageID #: 1483
the list of record holders of Peloton securities, and that a Summary Notice of (I) Pendency of
Class Action and Proposed Settlement; (II) Settlement Hearing; and (III) Motion for Attorneys’
Fees and Litigation Expenses (the “Summary Notice”), substantially in the form attached to the
Preliminary Approval Order as Exhibit A-4, be published in Investor’s Business Daily and
transmitted over GlobeNewswire within fourteen (14) calendar days of the Notice Date;
D. The Notice, Postcard Notice, and Summary Notice advised potential Settlement
Class Members of the date, time, place, and purpose of the Settlement Hearing. The Notice
further advised that any objections to the Settlement were required to be filed with the Court and
served on counsel for the Parties such that they were received by _______, 2023;
E. The provisions of the Preliminary Approval Order as to notice were complied
with;
F. On ______, 2023, Lead Plaintiff moved for final approval of the Settlement, as set
forth in the Preliminary Approval Order. The Settlement Hearing was duly held before this
Court on ______, 2023, at which time all interested Persons were afforded the opportunity to be
heard; and
G. This Court has duly considered Lead Plaintiff’s motion for final approval of the
Settlement, the affidavits, declarations, memoranda of law submitted in support thereof, the
Stipulation, and all of the submissions and arguments presented with respect to the proposed
Settlement;
NOW, THEREFORE, after due deliberation, IT IS ORDERED, ADJUDGED AND
DECREED that:
1. This Judgment incorporates and makes a part hereof: (i) the Stipulation filed with
the Court on _________, 2023; and (ii) the Notice, which was filed with the Court on
_____________, 2023. Capitalized terms not defined in this Judgment shall have the meaning
set forth in the Stipulation.
2. This Court has jurisdiction over the subject matter of the Action and over all
Parties to the Action, including all Settlement Class Members.
2
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 5 of 10 PageID #: 1484
3. The Court hereby certifies, for the purposes of the Settlement only, the Action as
a class action pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf
of the Settlement Class. Excluded from the Settlement Class are (i) Defendants; (ii) current and
former officers and directors of Peloton, (iii) members of the immediate family of each of the
Individual Defendants, (iv) all subsidiaries and affiliates of Peloton and the directors and officers
of Peloton and their respective subsidiaries or affiliates, (v) all persons, firms, trusts,
corporations, officers, directors, and any other individual or entity in which any Defendant has a
controlling interest, (vi) the legal representatives, agents, affiliates, heirs, successors in interest or
assigns of all such excluded parties, and (vii) any persons or entities who properly excluded
themselves by filing a valid and timely request for exclusion.
4. The Court finds that that the mailing and publication of the Postcard Notice,
Notice, Claim Form, and Summary Notice: (i) complied with the Preliminary Approval Order;
(ii) constituted the best notice practicable under the circumstances; (iii) constituted notice that
was reasonably calculated to apprise Settlement Class Members of the effect of the Settlement,
of the proposed Plan of Allocation, of Lead Counsel’s anticipated Fee and Expense Application,
of Settlement Class Members’ right to object or seek exclusion from the Settlement Class, and of
their right to appear at the Settlement Hearing; (iv) constituted due, adequate, and sufficient
notice to all Persons entitled to receive notice of the proposed Settlement; and (v) satisfied the
notice requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States
Constitution (including the Due Process Clause), and the Private Securities Litigation Reform
Act of 1995 (the “PSLRA”), 15 U.S.C. § 78u-4(a)(7).
5. The Court finds that the notice requirements set forth in the Class Action Fairness
Act of 2005, 28 U.S.C. § 1715, to the extent applicable to the Action, have been satisfied.
6. [Description of number and nature of any objections to the proposed Settlement.
The Court has considered each of the objections to the Settlement submitted pursuant to Rule
23(e)(5) of the Federal Rules of Civil Procedure. The Court finds and concludes that each of the
objections is hereby overruled.]
3
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 6 of 10 PageID #: 1485
7. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court
hereby approves the Settlement and finds that in light of the benefits to the Settlement Class, the
complexity and expense of further litigation, and the costs of continued litigation, said
Settlement is, in all respects, fair, reasonable, and adequate, having considered and found that:
(a) Lead Plaintiff and Lead Counsel have adequately represented the Settlement Class; (b) the
proposal was negotiated at arm’s-length; (c) the relief provided for the Settlement Class is
adequate, having taken into account (i) the costs, risks, and delay of trial and appeal; (ii) the
effectiveness of any proposed method of distributing relief to the Settlement Class, including the
method of processing Settlement Class Member claims; (iii) the terms of any proposed award of
attorneys’ fees, including timing of payment; and (iv) any agreement required to be identified
under Rule 23(e)(3); and (d) the proposed Plan of Allocation treats Settlement Class Members
equitably relative to each other. Accordingly, the Settlement is hereby approved in all respects
and shall be consummated in accordance with the terms and provisions of the Stipulation.
8. The Amended Class Action Complaint (“AC”), filed on January 21, 2022, is
dismissed in its entirety, with prejudice, and without costs to any Party, except as otherwise
provided in the Stipulation.
9. The Court finds that during the course of the Action, the Parties and their
respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of
Civil Procedure.
10. Upon the Effective Date, Lead Plaintiff and each and every other Settlement Class
Member, on behalf of themselves and each of their respective heirs, executors, trustees,
administrators, predecessors, successors, and assigns, in their capacities as such, shall be deemed
to have fully, finally, and forever waived, released, discharged, and dismissed each and every
one of the Released Claims against each and every one of the Releasees and shall forever be
barred and enjoined from commencing, instituting, prosecuting, or maintaining any and all of the
Released Claims against any and all of the Releasees.
11. Upon the Effective Date, Defendants, on behalf of themselves and each of their
4
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 7 of 10 PageID #: 1486
respective heirs, executors, trustees, administrators, predecessors, successors, and assigns, in
their capacities as such, shall be deemed to have fully, finally, and forever waived, released,
discharged, and dismissed each and every one of the Released Claims against each and every one
of the Releasees and shall forever be barred and enjoined from commencing, instituting,
prosecuting, or maintaining any and all of the Released Claims against any and all of the
Releasees.
12. Each Settlement Class Member, whether or not such Settlement Class Member
executes and delivers a Claim Form, is bound by this Judgment, including, without limitation,
the release of claims as set forth in the Stipulation.
13. This Judgment and the Stipulation, whether or not consummated, and any
discussion, negotiation, proceeding, or agreement relating to the Stipulation, the Settlement, and
any matter arising in connection with settlement discussions or negotiations, proceedings, or
agreements, shall not be offered or received against or to the prejudice of the Parties or their
respective counsel, for any purpose other than in an action to enforce the terms hereof, and in
particular:
a. Do not constitute, and shall not be offered or received against or to the
prejudice of Defendants as evidence of, or construed as, or deemed to be evidence of any
presumption, concession, or admission by Defendants with respect to the truth of any allegation
by the Lead Plaintiff and the Settlement Class, or the validity of any claim that has been or could
have been asserted in the Action or in any litigation, including but not limited to the Released
Claims, or of any liability, damages, negligence, fault or wrongdoing of Defendants or any
person or entity whatsoever;
b. Do not constitute, and shall not be offered or received against or to the
prejudice of Defendants as evidence of a presumption, concession, or admission of any fault,
misrepresentation, or omission with respect to any statement or written document approved or
made by Defendants, or against or to the prejudice of Lead Plaintiff, or any other member of the
Settlement Class as evidence of any infirmity in the claims of Lead Plaintiff, or the other
5
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 8 of 10 PageID #: 1487
members of the Settlement Class;
c. Do not constitute, and shall not be offered or received against or to the
prejudice of Defendants, Lead Plaintiff, any other member of the Settlement Class, or their
respective counsel, as evidence of a presumption, concession, or admission with respect to any
liability, damages, negligence, fault, infirmity, or wrongdoing, or in any way referred to for any
other reason against or to the prejudice of any of the Defendants, Lead Plaintiff, other members
of the Settlement Class, or their respective counsel, in any other civil, criminal, or administrative
action or proceeding, other than such proceedings as may be necessary to effectuate the
provisions of the Stipulation;
d. Do not constitute, and shall not be construed against Defendants, Lead
Plaintiff, or any other member of the Settlement Class, as an admission or concession that the
consideration to be given hereunder represents the amount that could be or would have been
recovered after trial; and
e. Do not constitute, and shall not be construed as or received in evidence as
an admission, concession, or presumption against Lead Plaintiff, or any other member of the
Settlement Class that any of their claims are without merit or infirm or that damages recoverable
under the AC would not have exceeded the Settlement Amount. Within sixty (60) days of the
entry of this Judgment, Lead Plaintiff shall return or certify the deletion of all discovery
documents produced by Defendants and Defendants shall return or certify the deletion of all
discovery documents produced by Lead Plaintiff.
14. The administration of the Settlement, and the decision of all disputed questions of
law and fact with respect to the validity of any claim or right of any Person to participate in the
distribution of the Net Settlement Fund, shall remain under the authority of this Court.
15. In the event that the Settlement does not become effective in accordance with the
terms of the Stipulation, then this Judgment shall be rendered null and void to the extent
provided by and in accordance with the Stipulation and shall be vacated, and in such event, all
orders entered and releases delivered in connection herewith shall be null and void to the extent
6
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 9 of 10 PageID #: 1488
provided by and in accordance with the Stipulation.
16. Without further order of the Court, the Parties may agree to reasonable extensions
of time to carry out any of the provisions of the Stipulation.
17. The Parties are hereby directed to execute the Stipulation and to perform its terms.
18. The Court hereby finds that the proposed Plan of Allocation is a fair and
reasonable method to allocate the Settlement Fund among Settlement Class Members, and Lead
Counsel and the Claims Administrator are directed to administer the Plan of Allocation in
accordance with its terms and the terms of the Stipulation.
19. Lead Counsel is awarded attorneys’ fees in the amount of $______________, and
expenses in the amount of $______________, plus any applicable interest, and these amounts
shall be paid of the of the Settlement Fund immediately following entry of this Order subject to
the terms, conditions, and obligations of the Stipulation, which terms, conditions, and obligations
are incorporated herein.
20. Lead Plaintiff is awarded in total $_____________________, as an award for
reasonable costs and expenses directly relating to the representation of the Settlement Class as
provided in 15 U.S.C. § 78u-4(a)(4), such amounts to be paid from the Settlement Fund upon the
Effective Date of the Settlement.
21. Without further approval from the Court, Lead Plaintiff and Defendants are
hereby authorized to agree to and adopt such amendments or modifications of the Stipulation or
any exhibits attached thereto to effectuate the Settlement that: (a) are not materially inconsistent
with this Judgment; and (b) do not materially limit the rights of the Settlement Class Members in
connection with the Settlement. Without further order of the Court, Lead Plaintiff and
Defendants may reasonably agree to extensions of time to carry out any provisions of the
Settlement.
22. Without affecting the finality of this Judgment in any way, this Court hereby
retains continuing jurisdiction over: (i) implementation of the Settlement; (ii) the allowance,
disallowance or adjustment of any Settlement Class Member’s claim on equitable grounds and
7
Case 1:21-cv-02369-CBA-PK Document 80-6 Filed 04/17/23 Page 10 of 10 PageID #: 1489
any award or distribution of the Settlement Fund; (iii) disposition of the Settlement Fund; (iv)
any applications for attorneys’ fees, costs, interest and payment of expenses in the Action; (v) all
Parties for the purpose of construing, enforcing and administering the Settlement and this
Judgment; and (vi) other matters related or ancillary to the foregoing. There is no just reason for
delay in the entry of this Judgment and immediate entry by the Clerk of the Court is expressly
directed.
IT IS SO ORDERED.
DATED: _____________ _______________________________________
THE HONORABLE CAROL BAGLEY AMON
UNITED STATES DISTRICT JUDGE
8
File and source
- File
- gov.uscourts.nyed.463443.80.6.pdf
- Size
- 171,475 bytes
- SHA-256
- 6402bc6d33811ffa2d2a6b04e70f25380803fa3ec96b6c1c8bd45eb6bbdc2349
- Original
- archive.org