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 9, 2023

 

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Virginia		001-16769		11-6040273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

675 Avenue of the Americas, 6th Floor, New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

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(s)		Name of each exchange on which registered
Common Stock, no par value		WW		The Nasdaq Stock Market LLC

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. ☐

 

 

 

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

WW International, Inc. (the “Company”) held its 2023 annual meeting of shareholders on May 9, 2023. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class I directors for a term of three years expiring at the Company’s 2026 annual meeting of shareholders and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023; (3) approved, on an advisory basis, the Company’s named executive officer compensation; and (4) voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year. Set forth below are the voting results for these proposals.

 

1.

Election of two Class I directors for a term of three years expiring at the Company’s 2026 annual meeting of shareholders and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death:

 

Nominee Name		Votes For		Votes Withheld		Broker Non-Votes
Tracey D. Brown		43,652,442		579,045		14,092,644
Jennifer Dulski		43,253,613		977,874		14,092,644

 

2.

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
57,414,469		762,218		147,444		N/A

 

3.

Advisory vote to approve the Company’s named executive officer compensation:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
42,694,602		1,478,295		58,590		14,092,644

 

4.

Advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation:

 

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
43,337,282		51,124		745,926		97,154		14,092,644

As disclosed above, a majority of the votes cast voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year. In light of such vote, and consistent with the recommendation of the Company’s board of directors (the “Board”), the Board has determined that it currently intends to include an advisory vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.

 

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SIGNATURE

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 hereunto duly authorized.

 

				WW INTERNATIONAL, INC.
DATED: May 9, 2023				By:		/s/ Heather Stark
				Name:		Heather Stark
				Title:		Chief Financial Officer

 

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