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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): July 31, 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 31, 2023, Jennifer Dulski notified the Secretary of WW International, Inc. (the “Company”) of her resignation as a director of the Company, effective as of 11:59 p.m. on August 4, 2023. Her 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 Ms. Dulski’s resignation, on July 31, 2023, the Board unanimously elected William H. Shrank, M.D., as a Class I director of the Company, effective as of 12:00 a.m. on August 5, 2023. Dr. Shrank’s term as a Class I director will expire at the Company’s 2026 annual meeting of shareholders, subject to his 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 Dr. Shrank was elected as a director, and there are no related party transactions between the Company and Dr. Shrank reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Dr. Shrank qualifies as an “independent director” under Nasdaq listing standards.
Dr. Shrank will receive the Company’s standard compensation provided to all the Company’s non-employee directors for service on the Board (currently $225,000 per annum, payable quarterly, 40% in cash and 60% 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 Dr. Shrank’s time of service on the Board during the year. 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 $450,000 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 Dr. Shrank’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 August 3, 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: August 3, 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
William Shrank, MD, Former Chief Medical Officer at Humana, to Join WW International, Inc. Board of Directors
NEW YORK (August 3, 2023) – WW International, Inc. (NASDAQ: WW), known as WeightWatchers, announced today that William Shrank, MD, MSHS, Venture Partner of Bio and Health at Andreessen Horowitz, and former Chief Medical Officer at Humana, has been appointed to the WeightWatchers Board of Directors, effective as of August 5, 2023.
“It is a pleasure to welcome Dr. Shrank to the board,” said Thilo Semmelbauer, Chairman of the Board of WeightWatchers. “Dr. Shrank brings a wide range of healthcare experiences, including as a practicing physician and expertise in clinical outcomes for chronic conditions. He will further advance our thought leadership within the Clinical landscape for consumers, health providers, payers, and employers. WeightWatchers is evolving alongside science to cover the entire weight health spectrum and Dr. Shrank’s experience will help ensure we are doing so in an effective and sustainable way.”
“I am honored to be joining the WeightWatchers board at this transformational time. I am deeply committed to improving health outcomes for society, and I plan to bring my experience in integrated health systems, clinical operations, policy, and population health to help advance the Company’s mission of being the global leader in weight health,” said Dr. Shrank.
Dr. Shrank’s appointment follows the recent elections of Tara Comonte, board member of Strava and former CEO and current board member of TMRW Life Sciences, Inc., and 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 Dr. Shrank joining, alongside Tara and Tracey, our Board now has added three experienced leaders whose perspectives on healthcare will be invaluable,” continued Semmelbauer.
Dr. William Shrank is serving as Venture Partner, Bio and Health at Andreessen Horowitz. Previously, Dr. Shrank served as Chief Medical Officer for Humana, where his responsibilities included implementing Humana’s integrated care delivery strategy, with an emphasis on advancing the Company’s clinical capabilities and core objective of improving the health outcomes. He led Humana’s Care Delivery Organization, clinical operations, health equity, and the Bold Goal population health strategy. Dr. Shrank previously held the position of Chief Medical and Corporate Affairs Officer (July 2019-July 2021) during which time he oversaw government affairs.
Dr. Shrank joined Humana in April 2019, having previously been employed by the University of Pittsburgh Medical Center (UPMC) where he served as Chief Medical Officer, Insurance Services Division from 2016 to 2019. At UPMC, Dr. Shrank was responsible for clinical operations, policy and quality for approximately 3.5 million members in Medicare, Medicaid, behavioral health, Managed Long Term Social Supports and commercial lines of business. He also developed and evaluated population health programs to further advance the medical center’s mission as an integrated delivery and financing system.
Previously, Dr. Shrank served as Senior Vice President, Chief Scientific Officer, and Chief Medical Officer of Provider Innovation at CVS Health from 2013 to 2016. Prior to joining CVS Health, Dr. Shrank served as Director, Research and Rapid-Cycle Evaluation Group, for the Center for Medicare and Medicaid Innovation, part of the Centers for Medicaid and Medicare Services (CMS) from 2011 to 2013, where he led the evaluation of all payment and health system delivery reform programs and developed the rapid-cycle strategy to promote continuous quality improvement.
Dr. Shrank began his career as a practicing physician with Brigham and Women’s Hospital in Boston and as an Assistant Professor at Harvard Medical School. His research at Harvard focused on improving the quality of prescribing and the use of chronic medications. He has published more than 275 papers on these topics.
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).