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): March 12, 2014

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.)

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))

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

On March 12, 2014, the Board of Directors (the “Board”) of Weight Watchers International, Inc. (the “Company”) increased its size to nine directors and unanimously elected Cynthia Elkins as a member of the Board, effective as of March 30, 2014, the beginning of the Company’s second quarter of fiscal 2014. Ms. Elkins will serve the remainder of the term of John F. Bard, a Class I director who passed away on November 10, 2013, and will stand for re-election to the Board at the Company’s 2014 annual meeting of shareholders. Ms. Elkins will also serve on the Board’s Audit Committee effective as of March 30, 2014.

There were no arrangements or understandings pursuant to which Ms. Elkins was appointed as a director, and there are no related party transactions between the Company and Ms. Elkins reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Elkins qualifies as an “independent director” under the New York Stock Exchange listing standards.

Ms. Elkins will receive the Company’s standard compensation provided to all the Company’s non-employee directors for service on the Board (currently $75,000 per annum, payable quarterly, half in cash and half in common stock of the Company) and the Audit Committee (currently $10,000 per annum, payable quarterly in cash), and such amounts shall be prorated with respect to 2014 based on her only serving on the Board as of the second fiscal quarter of 2014. Ms. Elkins will also receive the standard grant of common stock of the Company (currently 1,000 shares per annum) that is distributed on December 15^th of each fiscal year. All shares of common stock of the Company granted to a director are subject to transfer restrictions such that the shares cannot be sold or transferred until the director is no longer serving on the Board.

On March 13, 2014, the Company issued a press release regarding Ms. Elkins’ election to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release dated March 13, 2014.

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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: March 13, 2014	By:	/s/ Nicholas P. Hotchkin
	Name:	Nicholas P. Hotchkin
	Title:	Chief Financial Officer

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Exhibit Index

Exhibit	Description
99.1	Press Release dated March 13, 2014.

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EX-99.1

Exhibit 99.1

Contact Information:

Investors:

Brainerd Communicators, Inc.

Corey Kinger

(212) 986-6667

FOR IMMEDIATE RELEASE

CYNTHIA ELKINS TO JOIN WEIGHT WATCHERS’ BOARD OF DIRECTORS

NEW YORK, N.Y., March 13, 2014 – Weight Watchers International, Inc. (NYSE: WTW) today announced the unanimous election of Cynthia Elkins as a member of the Company’s Board of Directors effective as of March 30, 2014, the beginning of the Company’s second quarter of fiscal 2014. Ms. Elkins will also serve on the Audit Committee of the Company’s Board of Directors.

“I am very pleased to welcome Cindy to our Board of Directors,” commented Raymond Debbane, the Company’s Chairman of the Board. “Given the growing importance of technology in increasing the engagement and improving the experience for our members and subscribers, we are excited to have someone with Cindy’s experience in the information technology field as a member of our Board of Directors and we look forward to benefitting from her deep expertise.”

Ms. Elkins, 48, has over 25 years of commercial information technology systems, software applications and supplier network solutions experience at several information technology service companies. Since March 2011, she has served as the Vice President of IT Americas at Genentech, a member of the Roche Group, a leading biotechnology company. She previously served as Genentech’s Senior Director of IT Enterprise Applications from December 2007 to February 2011. Prior to joining Genentech, Ms. Elkins was Vice President of Supplier Solutions and Commerce Services at Ariba, Inc. and Vice President of Product Engineering at ATP Inc. Prior to that, she held various IT positions at Aspect Telecommunications, VeriFone and Digital Equipment Corporation. Ms. Elkins received a B.S. in Applied Mathematics from the University of California, Los Angeles and an M.B.A. from Santa Clara University.

“Weight Watchers has long been a brand associated with counteracting the serious obesity issues facing people today,” commented Ms. Elkins. “I look forward to helping the Company apply technology in ways that help members and subscribers improve their well-being.”

Ms. Elkins will serve the remainder of the term of John F. Bard, a Class I director who passed away on November 10, 2013, and will stand for re-election to the Board of Directors at the Company’s 2014 annual meeting of shareholders.

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 40,000 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 provider of these products 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).