8-K

WW INTERNATIONAL, INC.

DATED: March 17, 2022

/s/ Michael F. Colosi

Michael F. Colosi

General Counsel and Secretary

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 15, 2022

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.

In connection with the successful execution of the previously disclosed April 2021 debt refinancing of WW International, Inc. (the “Company”), on March 15, 2022, the Compensation and Benefits Committee of the Company’s Board of Directors approved the grant to Amy O’Keefe, the Company’s Chief Financial Officer, of a discretionary, one-time cash bonus of $250,000 to be paid on or before April 15, 2022.

As part of the Company’s ongoing review of its overall approach to employee benefits, starting with respect to March 2022, the Company is suspending its monthly contributions to participants’ profit sharing accounts under the Company’s executive profit sharing plan, including the following named executive officer participants: Mindy Grossman, the Company’s President and Chief Executive Officer; Ms. O’Keefe; Nicholas P. Hotchkin, the Company’s Chief Operating Officer; Michael F. Colosi, the Company’s General Counsel and Secretary; and Michael Lysaght, the Company’s Chief Digital Officer.