WW INTERNATIONAL INC
For the period ended May 9, 2024. Filed Apr 4, 2024.
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May 9, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE
14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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675 Avenue of the Americas, 6 th Floor
New York, New York 10010
Corporate Website: corporate.ww.com
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 9, 2024
The 2024 Annual Meeting of Shareholders of WW International, Inc. (the “Company”) will be held on Thursday, May 9, 2024 at 10:00 a.m. Eastern Time (the “2024 Annual Meeting”). The 2024 Annual Meeting will be a virtual meeting of shareholders. You will not be able to physically attend the 2024 Annual Meeting. You will be able to attend the 2024 Annual Meeting via live audio webcast by visiting meetnow.global/MWDCKGS, as well as vote your shares electronically and submit your questions electronically during the meeting. To attend and participate in the virtual 2024 Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must have your 15-Digit Control Number assigned by Computershare Trust Company, N.A., the Company’s transfer agent. Instructions for how to obtain such 15-Digit Control Number are provided in the attached Proxy Statement.
The 2024 Annual Meeting will be held to consider and act upon each of the following matters:
| 1. | The election of the two nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a three-year term as Class II directors; |
| 2. | The election of the two nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a two-year term as Class I directors; |
| 3. | The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024; |
| 4. | The approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors; |
| 5. | The approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to delete various provisions related to the Company’s former controlling shareholder that are no longer applicable; |
| 6. | The advisory vote to approve named executive officer compensation; and |
| 7. | Such other business as may properly come before the meeting and any and all adjournments or postponements thereof. |
These items of business are more fully described in the attached Proxy Statement. Only shareholders of record at the close of business on March 20, 2024, the record date, are entitled to notice of, and to vote at, the 2024 Annual Meeting and at any and all adjournments or postponements of the 2024 Annual Meeting.
By Order of the Board of Directors
Jacqueline Cooke
General Counsel and Secretary
New York, New York
April 4, 2024
WHETHER OR NOT YOU EXPECT TO ATTEND THE 2024 ANNUAL MEETING OF SHAREHOLDERS VIA WEBCAST, PLEASE VOTE BY USING THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS IN THE ATTACHED PROXY STATEMENT AND ON THE ENCLOSED PROXY CARD OR COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
675 Avenue of the Americas, 6 th Floor
New York, New York 10010
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 9, 2024
The Board of Directors of WW International, Inc. is soliciting proxies for the company’s 2024 Annual Meeting of Shareholders to be held virtually via live audio webcast at meetnow.global/MWDCKGS on Thursday, May 9, 2024, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 2024 Annual Meeting of Shareholders, and at any and all adjournments or postponements thereof. It is anticipated that this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 4, 2024.
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