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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 12, 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 |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 12, 2023, Christopher J. Sobecki notified the Secretary of WW International, Inc. (the “Company”) of his resignation as a director of the Company, effective as of 11:59 p.m on May 31, 2023. His decision was not the result of any disagreement with the Company or the Board of Directors of the Company (the “Board”). In order to fill the vacancy created by Mr. Sobecki’s resignation, on May 12, 2023, the Board unanimously elected Tara Comonte as a Class I director of the Company, effective as of 12:00 a.m. on June 1, 2023. Ms. Comonte’s term as a Class I director will expire at the Company’s 2026 annual meeting of shareholders, subject to her election by the Company’s shareholders at the Company’s 2024 annual meeting of shareholders as required under the laws of the Commonwealth of Virginia.
There were no arrangements or understandings pursuant to which Ms. Comonte was elected as a director, and there are no related party transactions between the Company and Ms. Comonte reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Comonte qualifies as an “independent director” under Nasdaq listing standards.
Ms. Comonte will receive the Company’s standard compensation provided to all the Company’s non-employee directors for service on the Board (currently $150,000 per annum, payable quarterly, half in cash and half in fully vested common stock of the Company, no par value per share (the “Common Stock”)). Such amounts shall be prorated with respect to fiscal 2023 based on Ms. Comonte’s time of service on the Board during the second fiscal quarter of 2023. All shares of Common Stock granted to a director are subject to transfer restrictions such that the shares cannot be sold or transferred until the earlier of (i) the director no longer serving on the Board or (ii) following the proposed sale or transfer of any such shares, the applicable director continuing to hold shares of Common Stock with a value of at least $600,000 in the aggregate, such value based on the closing price of the Common Stock on the date of such director’s request for permission to consummate such sale or transfer pursuant to the Company’s Amended and Restated Securities Trading Policy, and any successor policy thereof.
| Item 7.01. | Regulation FD Disclosure. |
The information contained in Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
A copy of the Company’s press release announcing Ms. Comonte’s election to the Board has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description |
|
| Exhibit 99.1 | Press release dated May 15, 2023. | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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 15, 2023 | By: | /s/ Heather Stark |
||||
| Name: | Heather Stark | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
For more information, contact:
Investors:
Corey Kinger
corey.kinger@ww.com
Media:
Kelsey Merkel
kelsey.merkel@ww.com
Tara Comonte, CEO TMRW Life Sciences, to Join WW International, Inc. Board of Directors
NEW YORK (May 15, 2023) – WW International, Inc., (NASDAQ: WW) known as WeightWatchers, announced today that Tara Comonte, CEO of TMRW Life Sciences, Inc. (TMRW), has been appointed to the WeightWatchers Board of Directors, effective as of June 1, 2023.
“It is a pleasure to welcome Tara to the board at such a pivotal and transformational time for WeightWatchers,” said Thilo Semmelbauer, Chairman of the Board of WeightWatchers. “Tara is a seasoned executive with extensive strategy, finance, and operations experience at high-growth companies at the forefront of cultural conversations and transformation. In addition to her deep financial experience, we have been impressed by her insights and knowledge of the healthtech space.”
“As a firm believer in the power of community and technology to improve health outcomes, I am thrilled to be joining the WeightWatchers board. I have closely followed the Company’s progress and transformational efforts, and I am looking forward to working with Sima and the management team to drive profitable growth and redefine the global conversation around weight health,” said Comonte.
TMRW Life Sciences is a fast-growing technology company operating in the reproductive health sector. Named Fast Company’s #1 Most Innovative Biotech company in 2022, TMRW created the world’s first and only FDA-cleared, automated platform for the safe management of frozen eggs and embryos used in vitro fertilization. Prior to TMRW, Ms. Comonte served as Shake Shack’s President and Chief Financial Officer, where she led the implementation of customer-first digital and technology solutions, resulting in significant value creation. Prior to that, she held various financial and operational C-level positions at large public and private equity-owned media companies, including Getty Images and McCann Worldgroup. In addition to serving on TMRW’s Board of Directors, Ms. Comonte is also on the Board of Strava, the leading subscription platform for connected fitness.
Comonte’s appointment follows the recent election of Tracey Brown, EVP and President of Retail and U.S. Chief Customer Officer at Walgreens and the former CEO of the American Diabetes Association.
“With Tara and Tracey joining, our Board now has added two experienced leaders whose perspectives on healthcare and leveraging technology will be invaluable,” continued Semmelbauer.
Director Christopher Sobecki will step down from the Board of Directors effective May 31, 2023, after serving on the Board since Artal’s acquisition of WeightWatchers from Heinz in 1999.
“We are grateful for Chris’ leadership, dedication, and guidance over 24 years, which has allowed WeightWatchers to sustain its market position across many cycles. He will be missed, and we thank him for his many and lasting contributions,” said Semmelbauer.
About WW International, Inc.
WeightWatchers is a human-centric technology company powered by our proven, science-based, clinically effective weight loss and weight management program. For six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our program. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review the Company’s filings with the United States Securities and Exchange Commission (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com).