SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
(e) Third Amended and Restated WW International, Inc. 2014 Stock Incentive Plan
On May 11, 2021, WW International, Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”) at which the Company’s shareholders approved the Third Amended and Restated WW International, Inc. 2014 Stock Incentive Plan (as further amended and restated, the “A&R 2014 Plan”). The A&R 2014 Plan (i) increases the number of shares of common stock, no par value per share, of the Company with respect to which awards may be granted under the plan by 4,000,000 shares, (ii) extends the term of the plan for ten years from the date on which the Board of Directors approved the A&R 2014 Plan and (iii) makes certain technical edits to the plan (including the removal of provisions that are no longer necessary due to the 2017 amendments to Section 162(m) of the Internal Revenue Code and the removal of provisions related to the one-time stock option exchange program that was implemented in 2015). The material features of the A&R 2014 Plan are described in the section entitled “Proposal 3 Approval of the Company’s Third Amended and Restated 2014 Stock Incentive Plan” on pages 9 through 16 of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 6, 2021 in connection with the Annual Meeting, which pages are incorporated herein by reference. A copy of the A&R 2014 Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual 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 Company’s 2024 annual meeting of shareholders and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2021; (3) approved the A&R 2014 Plan; and (4) approved, on an advisory basis, the Company’s named executive officer compensation. Set forth below are the voting results for these proposals.
Election of four Class II directors for a term of three years expiring at the Company’s 2024 annual meeting of shareholders and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death:
Denis F. Kelly
Christopher J. Sobecki
Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2021:
Approval of the A&R 2014 Plan:
Advisory vote to approve the Company’s named executive officer compensation:
|Item 9.01 Financial|| |
Statements and Exhibits.
|Exhibit 10.1||Third Amended and Restated WW International, Inc. 2014 Stock Incentive Plan.|
|Exhibit 99.1||The section entitled “Proposal 3 Approval of the Company’s Third Amended and Restated 2014 Stock Incentive Plan” appearing on pages 9-16 of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 6, 2021 is incorporated herein by reference.|
|Exhibit 104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.|
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 12, 2021||By:|
|Title:||Chief Financial Officer|