WW International Appoints New Directors, One Departs

TL;DR

WW board shakeup: Two new directors in, one out. Effective Nov 26.

AI Summary

WW International, Inc. announced on November 26, 2024, the departure of Director Jeffrey A. Schwartz. The company also elected two new directors, Michael J. Murphy and Amy L. R. Solomon, to its Board of Directors. These changes are effective immediately.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board changes and does not indicate significant financial distress or operational issues.

Key Players & Entities

• WW INTERNATIONAL, INC. (company) — Registrant
• Jeffrey A. Schwartz (person) — Departing Director
• Michael J. Murphy (person) — Newly Elected Director
• Amy L. R. Solomon (person) — Newly Elected Director
• November 26, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $884,293 — follows: (i) a lump-sum cash payment of $884,293 (1) (consisting of the sum of 56 weeks
• $12,082 — mpany; (iii) a lump-sum cash payment of $12,082 (2) (less applicable deductions and wit
• $47,852 — re Date; and (v) payment via payroll of $47,852 (3) with respect to her 2024 vacation a
• $500,000 — nt are as follows: (i) a base salary of $500,000 per year; (ii) a one-time, cash sign-on
• $175,000 — (ii) a one-time, cash sign-on bonus of $175,000 repayable, on a prorated basis, by Ms.
• $1,243,846 — ediately preceding bonus year. 1. CAD$1,243,846 converted to U.S. dollars using the app
• $16,994 — nge rate on November 26, 2024. 2. CAD$16,994 converted to U.S. dollars using the app
• $67,308 — nge rate on November 26, 2024. 3. CAD$67,308 converted to U.S. dollars using the app

Filing Documents

• d861780d8k.htm (8-K) — 38KB
• d861780dex991.htm (EX-99.1) — 8KB
• g861780g1127054224816.jpg (GRAPHIC) — 5KB
• 0001193125-24-266538.txt ( ) — 181KB
• ww-20241126.xsd (EX-101.SCH) — 3KB
• ww-20241126_lab.xml (EX-101.LAB) — 18KB
• ww-20241126_pre.xml (EX-101.PRE) — 11KB
• d861780d8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On November 27, 2024, WW International, Inc. (the "Company") announced that it had mutually agreed with Heather Stark, Chief Financial Officer of the Company, that she would cease serving as the Company's Chief Financial Officer, effective December 27, 2024 (the "Departure Date"). On November 26, 2024, Ms. Stark entered into an agreement with a subsidiary of the Company in connection with her departure (the "Agreement"). The material terms of the Agreement are as follows: (i) a lump-sum cash payment of $884,293 (1) (consisting of the sum of 56 weeks of base salary and target bonus); (ii) payment of her fiscal 2024 annual performance-based cash bonus, if earned, based on actual Company performance for the full year subject to the terms of the Company's 2024 annual, performance-based bonus plan, which amount shall be paid at such time annual bonuses are paid to other employees of the Company; (iii) a lump-sum cash payment of $12,082 (2) (less applicable deductions and withholding obligations) in lieu of continued matching contributions to the group registered retirement savings plan offered to the Company's Canadian employees; (iv) a lump-sum cash payment in lieu of benefit continuation, including the continuation of basic health and dental benefits during the 56 weeks following the Departure Date; and (v) payment via payroll of $47,852 (3) with respect to her 2024 vacation allowance. All of Ms. Stark's unvested equity awards as of the Departure Date will be forfeited on that date. She will have the right to exercise any of her vested stock options within 90 days of the Departure Date. Ms. Stark is subject to non-competition (for 12 months), non-solicitation (for 24 months) and confidentiality (in perpetuity) covenants. In addition, in consideration for the payments and benefits provided for in the Agreement,

01

Item 7.01. Regulation FD Disclosure . A copy of the Company's press release announcing the leadership changes described above is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K 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 Item 7.01 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. Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is provided in connection with Regulation FD.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits. Exhibit Description Exhibit 99.1 Press Release dated November 27, 2024. 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: November 27, 2024 By: /s/ Jacqueline Cooke Name: Jacqueline Cooke Title: Chief Legal and Regulatory Officer and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR