--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-137216" form_type: "8-K" ticker: "WW" cik: "0000105319" company_name: "WW INTERNATIONAL, INC." filed_at: "2024-05-13T23:59:59+00:00" generated_at: "2026-06-02T01:50:01.670281+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # WW International annual meeting: shareholders reject controlling shareholder provision deletion, adopt majority voting ## Summary - Elected Denis Kelly & Julie Rice (Class II) and Tara Comonte & William Shrank (Class I) as directors. - Shareholders approved majority voting standard in uncontested director elections (28.7M for). - Shareholders rejected proposal to delete former controlling shareholder provisions from articles. - Advisory say-on-pay passed with ~55.8% support (16.3M for, 12.9M against). - Bylaws amended to update advance notice requirements and incorporate universal proxy rules. ## SEC filing metadata - accession: 0001193125-24-137216 - form_type: 8-K - ticker: WW - cik: 0000105319 - company_name: WW INTERNATIONAL, INC. - filed_at: 2024-05-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/d804728d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-137216 - JSON: https://secwatch.observer/filing/0001193125-24-137216.json - Plain text: https://secwatch.observer/filing/0001193125-24-137216.txt ## Key facts - Governance Changes WW INTERNATIONAL, INC.: Amended bylaws to update and expand advance notice provisions for shareholder nominations and proposals, incorporate universal proxy rules, and delete obsolete provisions (effective 2024-05-13). - Change: bylaw amendment - Effective: 2024-05-13 source text: Effective May 13, 2024, the Company also amended and restated its Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to update and expand certain procedural and informational requirements for shareholder nominations for election of directors or proposals of business at the Company’s shareholder meetings pursuant to the Company’s “advance notice” provisions, including updates to reflect the adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities and Exchange Act of 1934, as amended. evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - Governance Changes WW INTERNATIONAL, INC.: Amended articles to delete Section D of Article III (cancelling Series A Preferred Stock) and adopt majority voting standard in uncontested director elections (effective 2024-05-13). - Change: charter amendment - Effective: 2024-05-13 source text: Effective May 13, 2024, WW International, Inc. (the “Company”) amended and restated its Amended and Restated Articles of Incorporation (as amended, the “Second Amended and Restated Articles of Incorporation”) to delete Section D of Article III thereof to reflect the cancellation of the Company’s previously outstanding Series A Preferred Stock and implement additional immaterial technical and conforming changes. evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - Shareholder Votes WW INTERNATIONAL, INC. shareholders approved Advisory vote to approve the Company's named executive officer compensation at the 2024-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-09 source text: Advisory vote to approve the Company's named executive officer compensation: Votes For Votes Against Abstentions Broker Non-Votes 16,276,923 12,917,758 132,046 22,868,371 evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - Shareholder Votes WW INTERNATIONAL, INC. shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2024 at the 2024-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-09 source text: Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2024: Votes For Votes Against Abstentions Broker Non-Votes 50,536,629 1,411,620 246,849 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - Shareholder Votes WW INTERNATIONAL, INC. shareholders approved Election of two Class I directors for a term of two years expiring at the 2026 Annual Meeting at the 2024-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-09 source text: Election of two Class I directors for a term of two years expiring at the 2026 Annual Meeting 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 Tara Comonte 28,724,917 601,810 22,868,371 William H. Shrank, M.D. 28,720,705 606,022 22,868,371 evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - Shareholder Votes WW INTERNATIONAL, INC. shareholders rejected 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 at the 2024-05-09 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-09 source text: 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: Votes For Votes Against Abstentions Broker Non-Votes 28,937,761 315,871 73,095 22,868,371 evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm - Shareholder Votes WW INTERNATIONAL, INC. shareholders approved Election of two Class II directors for a term of three years expiring at the 2027 Annual Meeting at the 2024-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-09 source text: Election of two Class II directors for a term of three years expiring at the 2027 Annual Meeting 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 Denis F. Kelly 28,489,452 837,275 22,868,371 Julie Rice 27,951,447 1,375,280 22,868,371 evidence_url: https://www.sec.gov/Archives/edgar/data/105319/000119312524137216/0001193125-24-137216-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.