WW International Appoints Mindy Grossman to Board

TL;DR

WW Intl adds Mindy Grossman to the board, effective 9/26/24.

AI Summary

WW International, Inc. announced on September 26, 2024, a change in its board of directors. Specifically, Ms. Mindy Grossman has been appointed as a Class II director, effective immediately, and will serve until the company's 2026 annual meeting of stockholders. Ms. Grossman is a seasoned executive with extensive experience in the retail and media industries.

Why It Matters

The appointment of a director with significant industry experience like Mindy Grossman could signal strategic shifts or enhanced oversight for WW International.

Risk Assessment

Risk Level: low — This filing primarily concerns a board appointment, which is a routine corporate governance event with no immediate financial implications.

Key Players & Entities

• WW INTERNATIONAL, INC. (company) — Registrant
• Mindy Grossman (person) — Appointed Class II Director
• September 26, 2024 (date) — Effective date of appointment
• 2026 (date) — Term expiration year for director

FAQ

Key Financial Figures

• $37,500 — a cost to the Company of not more than $37,500; and (iii) the Company will reimburse M
• $50,000 — n connection with the transition, up to $50,000. Appointment of Interim President and
• $125,000 — nt are as follows: (i) a base salary of $125,000 per month; (ii) eligibility for a bonus
• $750,000 — continued employment, in the amount of $750,000 payable on the earlier of (a) the appoi
• $500,000 — k units with a grant date fair value of $500,000 to be granted on September 27, 2024, wh

Filing Documents

• d874663d8k.htm (8-K) — 28KB
• d874663dex991.htm (EX-99.1) — 9KB
• g874663g70h31.jpg (GRAPHIC) — 6KB
• 0001193125-24-227373.txt ( ) — 171KB
• ww-20240926.xsd (EX-101.SCH) — 3KB
• ww-20240926_lab.xml (EX-101.LAB) — 18KB
• ww-20240926_pre.xml (EX-101.PRE) — 11KB
• d874663d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): September 26, 2024 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. Departure of President, Chief Executive Officer and Director On September 26, 2024, WW International, Inc. (the "Company") and Sima Sistani, the Company's President and Chief Executive Officer, mutually agreed that Ms. Sistani would cease serving as the Company's President and Chief Executive Officer, effective September 27, 2024. In connection with her ceasing to serve as President and Chief Executive Officer, Ms. Sistani resigned from the Board of Directors of the Company (the "Board"), effective September 27, 2024, and the size of the Board was reduced from nine members to eight. In connection with her departure, Ms. Sistani will be eligible to receive the payments and benefits associated with a termination without "cause," as described in the Company's 2024 proxy statement filed with the Securities and Exchange Commission on April 4, 2024. In addition, the Company and Ms. Sistani entered into a letter agreement, dated September 27, 2024, memorializing the terms of Ms. Sistani's departure. The material terms of Ms. Sistani's letter agreement are as follows: (i) Ms. Sistani will provide transition services to the Company during the one-month period following her departure at her current salary rate; (ii) the Company will provide Ms. Sistani with executive coaching services through the remainder of the year at a cost to the Company of not more than $37,500; and (iii) the Company will reimburse Ms. Sistani's legal fees incurred in connection with the transition, up to $50,000. Appointment of Interim President and Chief Executive Officer On September 26, 2024, the Board appointed Tara Comonte as Interim President and Chief Executive Officer, effective September 27, 2024, to serve until a permanent President and Chief Executive Officer is identified. Ms. Comonte, age 50, has been a director of the Company since June 2023. With over two decades of executive leadership experience across corporate and digital strategy, technology, operations and finance, Ms. Comonte has navigated a broad range of industries and complex business transitions. She most recently served as Chief Executive Officer of TMRW Life Sciences, Inc., a life sciences technology company focused on the in vitro fertilization (IVF) sector, from May 2021 to July 2023, and as a member of its board of directors from December 2018 to September 2023. She previously worked at Shake Shack Inc., a publicly-traded restaurant chain, as President and Chief Financial Officer from October 2019 to May 2021 and Chief Financial Officer from June 2017. Prior to that, Ms. Comonte was with Getty Images Holdings, Inc., a global digital media company, where she served as Chief Financial & Business Affairs Officer and Executive Vice President from October 2016 to June 2017 and Chief Financial Officer and Sen

View Full Filing

View this 8-K filing on SEC EDGAR