Ww International, Inc 8-K, filed Feb 18, 2020
Ww International, Inc. (WW)
About this 8-K
Ww International, Inc filed this 8-K on February 18, 2020, reporting on events of February 12, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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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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
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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 February 12, 2020, the Board of Directors (the “Board”) of WW International, Inc. (the “Company”) increased the number of directors on the Board from eleven to twelve and unanimously elected Jennifer Dulski as a Class I director of the Company, effective as of 12:00 a.m. on February 27, 2020. The Board intends to nominate Ms. Dulski for election as a Class I director at the Company’s 2020 annual meeting of shareholders, at which time her term as a Class I director will have expired. There were no arrangements or understandings pursuant to which Ms. Dulski was elected as a director, and there are no related party transactions between the Company and Ms. Dulski reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Dulski qualifies as an “independent director” under Nasdaq listing standards.
Ms. Dulski 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 2020 based on Ms. Dulski’s time of service on the Board during the first fiscal quarter of 2020. 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.
A copy of the Company’s press release announcing Ms. Dulski’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.
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Description | |||
| Exhibit 99.1 |
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| Exhibit 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
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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.
| WW INTERNATIONAL, INC. | ||||||
| DATED: February 18, 2020 |
By: |
/s/ Nicholas P. Hotchkin | ||||
| Name: |
Nicholas P. Hotchkin | |||||
| Title: |
Chief Financial Officer, Operating Officer, North America and President, Emerging Markets | |||||
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Exhibit 99.1
For more information, contact:
Investors:
Corey Kinger, WW
VP Investor Relations
212.601.7569
corey.kinger@ww.com
Media:
Joe Quenqua, WW
Chief Communications Officer
212.601.7519
joe.quenqua@ww.com
Jennifer Dulski To Join WW Board of Directors
NEW YORK, (February 18, 2020) — WW International, Inc. (NASDAQ: WW), a global wellness company and the world’s leading commercial weight management program, today announced that Jennifer Dulski will join the WW Board of Directors, effective as of February 27, 2020. Jennifer served in leadership roles at Facebook, Google and Yahoo!, as well as founder, CEO and COO roles at both early stage and scaling startups. She also has more than a decade of board experience, serving on both public and private corporate boards and non-profit boards.
“On behalf of the entire Board of Directors, I am excited to welcome Jennifer,” said Raymond Debbane, Chairman of the WW Board of Directors. “She brings valuable expertise and diverse experience in scaling organizations, transforming technology and building communities and will be instrumental as WW continues to evolve.”
Most recently, Jennifer served as Head of Groups and Community at Facebook, where she managed a team responsible for envisioning, building and growing the Groups product. She also led the latest redesign of Facebook, “FB5,” to put communities at the center of the app.
Prior to Facebook, Jennifer was President and Chief Operating Officer of Change.org, the world’s largest platform for social change. Under her leadership, Change.org grew from 18 million users to 180 million, developed a profitable business model and rebuilt its technology to handle high growth scale and virality.
“I am thrilled to join the WW Board of Directors during such an exciting time in the company’s technology evolution,” said Dulski. “I look forward to bringing my experience to help WW accelerate its digital innovation to support the lives of its members around the world and deepen its online communities.”
About WW International, Inc.
WW – Weight Watchers reimagined – is a global wellness company powered by the world’s leading commercial weight management program. We inspire millions of people to adopt healthy habits for real life. Through our engaging tech-enabled experience and face-to-face group workshops, members follow our livable and sustainable program of healthy eating, physical activity, and a helpful mindset. Leveraging more than five decades of experience in building inspired communities and our deep expertise in behavioral science, we aim to democratize wellness and to deliver wellness for all. To learn more about the WW approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.
