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8-KThe WireRoutine

Shareholder Vote

Filed May 11, 2022 · 4y ago · Accession 0001193125-22-147489

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): May 10, 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 , 6 th 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   5.07. Submission of Matters to a Vote of Security Holders . WW International, Inc. (the “Company”) held its 2022 annual meeting of shareholders on May 10, 2022. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class III directors for a term of three years expiring at the Company’s 2025 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 2022; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. Set forth below are the voting results for these proposals.     1. Election of four Class III directors for a term of three years expiring at the Company’s 2025 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:   Nominee Name   Votes For   Votes Withheld   Broker Non-Votes Steven M. Altschuler, M.D.   40,804,920   9,524,370   9,137,203 Julie Bornstein   49,737,611   591,679   9,137,203 Thilo Semmelbauer   48,969,735   1,359,555   9,137,203 Sima Sistani   49,634,104   695,186   9,137,203     2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2022:   Votes For   Votes Against   Abstentions   Broker Non-Votes 58,124,548   983,114   358,831   N/A     3. Advisory vote to approve the Company’s named executive officer compensation:   Votes For   Votes Against   Abstentions   Broker Non-Votes 29,836,555   20,151,459   341,276   9,137,203   2 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 11, 2022     By:   /s/ Amy O’Keefe     Name:   Amy O’Keefe     Title:   Chief Financial Officer   3
Filing details
Ticker
WW
CIK
105319
Form type
8-K
Filing date
May 11, 2022
Report date
May 10, 2022
Document
d284906d8k.htm
Size
153 KB