UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 12, 2023, Christopher J. Sobecki notified the Secretary of WW International, Inc. (the “Company”) of his resignation as a director of the Company, effective as of 11:59 p.m on May 31, 2023. His decision was not the result of any disagreement with the Company or the Board of Directors of the Company (the “Board”). In order to fill the vacancy created by Mr. Sobecki’s resignation, on May 12, 2023, the Board unanimously elected Tara Comonte as a Class I director of the Company, effective as of 12:00 a.m. on June 1, 2023. Ms. Comonte’s term as a Class I director will expire at the Company’s 2026 annual meeting of shareholders, subject to her election by the Company’s shareholders at the Company’s 2024 annual meeting of shareholders as required under the laws of the Commonwealth of Virginia.
There were no arrangements or understandings pursuant to which Ms. Comonte was elected as a director, and there are no related party transactions between the Company and Ms. Comonte reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Comonte qualifies as an “independent director” under Nasdaq listing standards.
Ms. Comonte will receive the Company’s standard compensation provided to all the Company’s non-employee directors for service on the Board (currently $150,000 per annum, payable quarterly, half in cash and half in fully vested common stock of the Company, no par value per share (the “Common Stock”)). Such amounts shall be prorated with respect to fiscal 2023 based on Ms. Comonte’s time of service on the Board during the second fiscal quarter of 2023. All shares of Common Stock granted to a director are subject to transfer restrictions such that the shares cannot be sold or transferred until the earlier of (i) the director no longer serving on the Board or (ii) following the proposed sale or transfer of any such shares, the applicable director continuing to hold shares of Common Stock with a value of at least $600,000 in the aggregate, such value based on the closing price of the Common Stock on the date of such director’s request for permission to consummate such sale or transfer pursuant to the Company’s Amended and Restated Securities Trading Policy, and any successor policy thereof.
| Item 7.01. | Regulation FD Disclosure. |
The information contained in Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, 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 Items 7.01 and 9.01 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.
A copy of the Company’s press release announcing Ms. Comonte’s election to the Board has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| Exhibit 99.1 | Press release dated May 15, 2023. | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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: May 15, 2023 | By: | /s/ Heather Stark | ||||
| Name: | Heather Stark | |||||
| Title: | Chief Financial Officer | |||||