WW International Files 8-K with Corporate Updates
Ticker: WW · Form: 8-K · Filed: May 13, 2024 · CIK: 105319
| Field | Detail |
|---|---|
| Company | Ww International, Inc. (WW) |
| Form Type | 8-K |
| Filed Date | May 13, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing, financial-reporting
TL;DR
WW International filed an 8-K on May 9th detailing corporate changes and shareholder votes.
AI Summary
WW International, Inc. filed an 8-K on May 9, 2024, reporting on several key events. These include amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The company, formerly known as Weight Watchers International Inc., is incorporated in Virginia and headquartered in New York.
Why It Matters
This filing indicates significant corporate actions and disclosures by WW International, Inc., which could impact its governance, financial reporting, and shareholder relations.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.
Key Numbers
- 001-16769 — SEC File Number (Identifies the company's filing with the SEC.)
- 11-6040273 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- WW INTERNATIONAL, INC. (company) — Registrant
- May 9, 2024 (date) — Date of earliest event reported
- Virginia (jurisdiction) — State of incorporation
- New York (location) — Address of principal executive offices
- WEIGHT WATCHERS INTERNATIONAL INC (company) — Former company name
FAQ
What specific amendments were made to the articles of incorporation or bylaws?
The filing does not detail the specific amendments made to the articles of incorporation or bylaws, only that they were amended.
What matters were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but does not specify what those matters were.
What financial statements and exhibits are included in this filing?
The filing states that financial statements and exhibits are included, but the specific contents are not detailed in the provided text.
When was the company formerly known as Weight Watchers International Inc.?
The company was formerly known as Weight Watchers International Inc. prior to a name change on November 23, 1999.
What is the principal executive office address for WW International, Inc.?
The principal executive offices are located at 675 Avenue of the Americas, 6th Floor, New York, New York 10010.
Filing Stats: 1,261 words · 5 min read · ~4 pages · Grade level 13.7 · Accepted 2024-05-13 16:06:57
Filing Documents
- d804728d8k.htm (8-K) — 51KB
- d804728dex31.htm (EX-3.1) — 63KB
- d804728dex32.htm (EX-3.2) — 70KB
- d804728dex33.htm (EX-3.3) — 100KB
- d804728dex34.htm (EX-3.4) — 97KB
- 0001193125-24-137216.txt ( ) — 593KB
- ww-20240509.xsd (EX-101.SCH) — 3KB
- ww-20240509_lab.xml (EX-101.LAB) — 18KB
- ww-20240509_pre.xml (EX-101.PRE) — 11KB
- d804728d8k_htm.xml (XML) — 4KB
03
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . Effective May 13, 2024, WW International, Inc. (the "Company") amended and restated its Amended and Restated Articles of Incorporation (as amended, the "Second Amended and Restated Articles of Incorporation") to delete Section D of Article III thereof to reflect the cancellation of the Company's previously outstanding Series A Preferred Stock and implement additional immaterial technical and conforming changes. The Second Amended and Restated Articles of Incorporation also reflect the Company's adoption of a majority voting standard in uncontested elections of directors in place of the previous plurality voting standard, as approved by the Company's shareholders at the Company's 2024 annual meeting (the "2024 Annual Meeting"). The Second Amended and Restated Articles of Incorporation retain the plurality voting standard in contested elections of directors. Effective May 13, 2024, the Company also amended and restated its Amended and Restated Bylaws (as amended, the "Amended and Restated Bylaws") to update and expand certain procedural and informational requirements for shareholder nominations for election of directors or proposals of business at the Company's shareholder meetings pursuant to the Company's "advance notice" provisions, including updates to reflect the adoption of "universal proxy" rules as set forth in Rule 14a-19 under the Securities and Exchange Act of 1934, as amended. The Amended and Restated Bylaws also delete certain obsolete provisions relating to the equity ownership of the Company's former controlling shareholder and implement additional immaterial technical and conforming changes. The foregoing summary and description of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full texts of such documents, copies of which are atta
07
Item 5.07. Submission of Matters to a Vote of Security Holders . The Company held the 2024 Annual Meeting on May 9, 2024. At this meeting, the Company's shareholders (1) elected the persons listed below to serve as Class II directors for a term of three years expiring at the Company's 2027 annual meeting of shareholders (the "2027 Annual Meeting") and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (2) elected the persons listed below to serve as Class I directors for a term of two years expiring at the Company's 2026 annual meeting of shareholders (the "2026 Annual Meeting") and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (3) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2024; (4) approved the amendment to the Company's Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors; (5) did not approve the amendment to the Company's Amended and Restated Articles of Incorporation to delete various provisions related to the Company's former controlling shareholder that are no longer applicable; and (6) approved, on an advisory basis, the Company's named executive officer compensation. Set forth below are the voting results for these proposals. 1. Election of two Class II directors for a term of three years expiring at the 2027 Annual Meeting 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 Denis F. Kelly 28,489,452 837,275 22,868,371 Julie Rice 27,951,447 1,375,280 22,868,371 2. Election of two Class I directors for a term of two years exp
Financial Statements and Exhibits
Financial Statements and Exhibits . (d) Exhibits. Exhibit Description Exhibit 3.1 Second Amended and Restated Articles of Incorporation of WW International, Inc. (effective May 13, 2024). Exhibit 3.2 Amended and Restated Bylaws of WW International, Inc. (effective May 13, 2024). Exhibit 3.3 Marked Second Amended and Restated Articles of Incorporation of WW International, Inc. Exhibit 3.4 Marked Amended and Restated Bylaws of WW International, Inc. Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 3 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 13, 2024 By: /s/ Heather Stark Name: Heather Stark Title: Chief Financial Officer 4