UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Life Time Fitness, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota		001-32230		41-1689746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2902 Corporate Place
Chanhassen, Minnesota		55317
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (952) 947-0000

     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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Explanatory Note: This Form 8-K/A is filed to correct a certain share count reported in the Current Report on Form 8-K filed on April 26, 2010 as it relates to the election of directors. The correct share count does not change the outcome of the election of the directors. The entire text of Item 5.07, as corrected, is included below for convenience.

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

At the Annual Meeting of Shareholders held on April 22, 2010, the shareholders voted on the following:

1. Proposal to elect a board of directors of eight directors, to serve until the next annual meeting of shareholders or until their successors have been duly elected and qualified. The following directors were elected based on the votes listed below:

Nominee		For				Withheld				Broker Non-Vote
Bahram Akradi			31,972,123				995,658				3,518,391
Giles H. Bateman			32,815,718				152,063				3,518,391
Jack W. Eugster			32,783,745				184,036				3,518,391
Guy C. Jackson			31,035,547				1,932,234				3,518,391
John K. Lloyd			32,815,835				151,946				3,518,391
Martha A. Morfitt			32,702,366				265,415				3,518,391
John B. Richards			32,815,885				151,896				3,518,391
Joseph S. Vassalluzzo			32,814,486				153,295				3,518,391

2. Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010. The proposal passed on a vote of 35,325,138 in favor, 1,155,052 against, 5,982 abstentions and no broker non-votes.

As of the close of business on the record date for the meeting, which was February 26, 2010, there were 41,411,934 shares of common stock outstanding and entitled to vote at the meeting. Each share of common stock was entitled to one vote per share.

SIGNATURES

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