FORM 8-K

WEIGHT WATCHERS INTERNATIONAL, INC.

DATED: May 10, 2012

/s/ Jeffrey A. Fiarman

Jeffrey A. Fiarman

Executive Vice President, General Counsel and Secretary

0001193125-12-225809.txt : 20120510 0001193125-12-225809.hdr.sgml : 20120510 20120510165326 ACCESSION NUMBER: 0001193125-12-225809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120508 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120510 DATE AS OF CHANGE: 20120510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEIGHT WATCHERS INTERNATIONAL INC CENTRAL INDEX KEY: 0000105319 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 116040273 STATE OF INCORPORATION: VA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16769 FILM NUMBER: 12831017 BUSINESS ADDRESS: STREET 1: 11 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125892700 MAIL ADDRESS: STREET 1: 11 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 d351245d8k.htm FORM 8-K FORM 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): May 8, 2012

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, 17^th 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 5.07.

Submission of Matters to a Vote of Security Holders.

Weight Watchers International, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 8, 2012. 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 2015 Annual Meeting of Shareholders and until their successors have been duly elected and qualified; and (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2012. Set forth below are the voting results for these proposals.

(1)

Election of three Class II directors for a term of three years expiring at the 2015 Annual Meeting of Shareholders and until their successors have been duly elected and qualified:


Nominee Name	Votes For		Votes Withheld		Broker Non-Votes
Marsha Johnson Evans		54,991,569		6,357,969		1,417,247
Sacha Lainovic		60,676,844		672,694		1,417,247
Christopher J. Sobecki		56,393,074		4,956,464		1,417,247

(2)

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2012:


Votes For	Votes Against	Abstentions	Broker Non-Votes
62,716,931	43,390	6,464	N/A

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.