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): December 22, 2011

WEIGHT WATCHERS 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.)

11 Madison Avenue, 17th 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2011, Weight Watchers International, Inc. (the “Company”) announced that Ann Sardini, the Company’s current Chief Financial Officer, has informed the Company of her decision to retire from the Company effective June 29, 2012 (the “Retirement Date”) in order to pursue other interests. Ms. Sardini will be resigning from her current position as Chief Financial Officer effective as of March 30, 2012, and she will thereafter remain employed with the Company in an advisory capacity until the Retirement Date. No successor has yet been named by the Company. In order to ensure a smooth transition, Ms. Sardini will continue working closely with David Kirchhoff, President and Chief Executive Officer of the Company, and the other members of the Company’s senior management team to manage the business until her Retirement Date. In addition, in order to enlist Ms. Sardini’s help in the selection, training and transition of her successor as may be reasonably requested by the Company, on December 22, 2011, the Company and Ms. Sardini entered into a retirement transition letter agreement (the “Letter Agreement”) with respect to Ms. Sardini’s continued employment with the Company until the Retirement Date.

The material terms of the Letter Agreement are as follows: (i) Ms. Sardini shall continue to receive her base salary at its current rate and the benefits and perquisites to which she is currently entitled through the Retirement Date, including her annual bonus in respect of the Company’s 2011 fiscal year (with her individual performance target fixed at 125% of target); (ii) Ms. Sardini shall receive a retention bonus payable 30 days following the Retirement Date equal to the sum of (x) fifteen (15) months of her current base salary plus (y) $60,000, subject to lawful deductions and withholdings; (iii) Ms. Sardini’s retirement shall be deemed to be a termination without cause for purposes of the terms and conditions of her continuity agreement with the Company; and (iv) Ms. Sardini shall be entitled to receive continued health coverage under Company-sponsored health plans at the Company’s expense for up to 18 months following the Retirement Date. The terms of the Letter Agreement are subject to Ms. Sardini’s continued employment through the Retirement Date and her execution of standard releases.

Attached to this Form 8-K as Exhibit 99.1 is a press release issued by the Company on December 22, 2011 announcing Ms. Sardini’s retirement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release dated December 22, 2011.

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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.

	WEIGHT WATCHERS INTERNATIONAL, INC.
DATED: December 22, 2011	By:	/s/ Jeffrey A. Fiarman
	Name:	Jeffrey A. Fiarman
	Title:	Executive Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit	Description
99.1	Press Release dated December 22, 2011.

EX-99.1

Exhibit 99.1

Contact Information:

Investors:
Weight Watchers International, Inc.	Brainerd Communicators, Inc.
Sarika Sahni	Corey Kinger
Investor Relations	(212) 986-6667
(212) 589-2751

FOR IMMEDIATE RELEASE

WEIGHT WATCHERS ANNOUNCES

CHIEF FINANCIAL OFFICER TO RETIRE IN 2012

NEW YORK, N.Y., December 22, 2011 — Weight Watchers International, Inc. (NYSE: WTW) today announced that Ann Sardini has informed the Company of her decision to retire from the Company effective June 29, 2012.

Ms. Sardini, who will retire on June 29, 2012 to pursue other endeavors, will be resigning from her current position as Chief Financial Officer of the Company on March 30, 2012. In order to ensure a smooth transition, she will remain with the Company in an advisory capacity thereafter until her June 29, 2012 retirement date. Between now and June 29, 2012, Ms. Sardini will continue working closely with David Kirchhoff, President and Chief Executive Officer of the Company, the Board of Directors of the Company, and the other members of the Company’s senior management team to manage the business and the transition. No successor has yet been named by the Company.

Commenting on Ms. Sardini’s retirement, Mr. Kirchhoff said, “Over the past 10 years, Ann has built a world class finance organization. Her leadership has helped transform a once $400 million subsidiary into a nearly $2 billion revenue public company. During her time, the Company has delivered outstanding earnings growth and returns to shareholders. I and the Company will forever be thankful for her countless contributions, and we wish her our very best in her future endeavors.”

“I have spent almost ten years in this dynamic Company, and am gratified to have had the opportunity to work alongside this strong and passionate team of dedicated professionals who have brought Weight Watchers to new heights,” said Ms. Sardini. “I am highly confident that the finance organization will continue to serve the Company well, and I am announcing my retirement now in order to give the Company sufficient time to appoint my successor and to ensure a seamless transfer of responsibilities. I will continue to root for the Company’s success.”

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading provider of weight management services, operating globally through a network of Company-owned and franchise operations. Weight Watchers holds over 45,000 meetings each week where members receive group support and learn about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

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 from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at www.weightwatchersinternational.com).

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