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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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 30, 2022, WW International, Inc. (the “Company”) issued a press release announcing that Amy O’Keefe would be leaving her current position as Chief Financial Officer of the Company effective December 2, 2022 and would thereafter remain employed by the Company until December 31, 2022 (the “Departure Date”). On November 30, 2022, Ms. O’Keefe entered into an agreement with the Company regarding the termination of her employment (the “Agreement”). The material terms of the Agreement are as follows: (i) receipt of the compensation set forth in paragraph 9 of the previously filed Offer Letter, dated July 30, 2020, between the Company and Ms. O’Keefe and (ii) a bonus payment, if earned, based on actual Company performance for 2022. Ms. O’Keefe will have no vested stock options on her Departure Date and all of Ms. O’Keefe’s unvested equity awards will be forfeited on that date. The Company’s contributions to her savings plan and executive profit sharing plan accounts will vest on her Departure Date per the respective terms of such Company plans. Ms. O’Keefe is subject to covenants with respect to non-competition and non-solicitation of employees of the Company for one year following her Departure Date as well as with respect to confidentiality for perpetuity. In the Agreement, Ms. O’Keefe released all claims against the Company and all of its affiliates, related entities, predecessors and successors.
Effective December 2, 2022, the Company appointed, on an interim basis, Heather Stark, Head of Finance, North America for the Company, as principal financial officer of the Company. Ms. Stark, age 49, has served as the Company’s Head of Finance, North America since April 2022. Prior to that time, Ms. Stark served as Vice President Finance & Commercial Development of WW Canada from July 2018 to April 2022 prior to which she served as Vice President Finance from May 2015 to July 2018 and Director Finance from December 2010 to May 2015. Prior to joining the Company, Ms. Stark was with Bacardi Limited, the world’s largest privately held spirits business, where she served as Controller of the Canadian business from September 2005 to November 2010. Prior to joining Bacardi, Ms. Stark served as the Corporate Controller of Opta Minerals Inc., a Canadian publicly traded processor, distributor and seller of industrial minerals, from 2004 to 2005. Ms. Stark was a Chartered Accountant for PriceWaterhouse Coopers LLP from 1999 through 2004. Ms. Stark received a B.A. in Canadian Studies from the University of Toronto and her Chartered Accountant and Chartered Professional Accountant designation from CPA Ontario.
In connection with Ms. Stark’s appointment, the following modifications to her compensation arrangements were approved by the Compensation and Benefits Committee of the Company’s Board of Directors: (i) a base salary increase, bringing her new base salary to CAD$580,000 per annum effective December 2, 2022 and (ii) an increase in her annual, performance-based cash bonus target percentage to 65% (based solely on the Company’s overall performance) effective with respect to the Company’s 2023 annual cash bonus.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the above-referenced press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| Exhibit 99.1 | Press Release dated November 30, 2022. | |
| 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: November 30, 2022 | By: | /s/ Michael F. Colosi | ||||
| Name: | Michael F. Colosi | |||||
| Title: | General Counsel and Secretary | |||||
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Exhibit 99.1
For more information, contact:
Media:
Jennifer Cho
jennifer.cho@ww.com
Investors:
Corey Kinger
corey.kinger@ww.com
WW International, Inc. Announces Leadership Changes:
Departure of Chief Financial Officer, Amy O’Keefe
Appointment of new Chief People Officer, Tiffany Stevenson
David Cohen named Chief Data Officer
NEW YORK, NY (November 30, 2022) — WW International, Inc. (NASDAQ: WW) (“WeightWatchers”, “WW,” or “the Company”) announced today that Amy O’Keefe will be leaving her role as Chief Financial Officer effective December 2, 2022 and will remain employed by the Company until December 31, 2022 to support the Finance team for the remainder of the year. Heather Stark will assume the role of interim Principal Financial Officer. Stark has been with WeightWatchers for 12 years, most recently as Head of North American Finance.
“On behalf of everyone at WeightWatchers, I’d like to thank Amy for her leadership and commitment these past two years,” said WeightWatchers CEO, Sima Sistani. “Amy has been a valuable partner to me since I joined in March and I would particularly like to thank her for her support in our organizational realignment and rationalizing our studio footprint, as well as the successful refinancing in 2021. I wish her all the best in the future.”
As the Company optimizes for profitable growth and becoming a more tech-centric organization, WeightWatchers also announced two key leadership appointments: Tiffany Stevenson as Chief People Officer and David Cohen as Chief Data Officer.
Stevenson will join the Company in January 2023. She most recently served as Chief People Officer of Patreon, leading cultural and systemic transformation to support global growth. Prior to Patreon, Stevenson spent 12 years at Sephora scaling their retail growth and digital footprint. Cohen joined WeightWatchers in June 2020 and has made a significant impact in building a data-driven culture, laying the groundwork of becoming a digital-first organization. Prior to WeightWatchers, Cohen was Chief Data Officer and SVP of Growth at Aaptiv.
“Tiffany brings an incredible background building talent ecosystems that drive engaging workforces and business results. I am confident that she will further help us build a best in class employee experience,” said Sistani. “And as we continue to invest in a data-informed culture that allows us to make faster, results-driven decisions, I am excited to broaden David’s impact across the organization.”
Sistani continued, “I look forward to working alongside these leaders to execute on our vision of building a digital community around a shared interest in weight loss. We continue to track toward ending the year with approximately 3.4 million subscribers and following the recent rollout of our simplified program, I believe we are on the path for improved performance.”
About WW International, Inc.
WeightWatchers is a human-centric technology company powered by the world’s leading commercial weight management program. For nearly six decades, we have inspired millions of people to adopt healthy habits for real life. Through our comprehensive tools, expert Coaches and community, members follow our proven, sustainable, science-based program focused on weight loss. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.
This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about the Company’s plans, strategies, objectives, prospects and anticipated subscribers. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “track toward” and similar expressions in this press release to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: changes in general economic and market conditions and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise.
Document and Entity Information |
Nov. 30, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000105319 |
| Document Type | 8-K |
| Document Period End Date | Nov. 30, 2022 |
| Entity Registrant Name | WW INTERNATIONAL, INC. |
| Entity Incorporation State Country Code | VA |
| Entity File Number | 001-16769 |
| Entity Tax Identification Number | 11-6040273 |
| Entity Address, Address Line One | 675 Avenue of the Americas |
| Entity Address, Address Line Two | 6th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10010 |
| City Area Code | (212) |
| Local Phone Number | 589-2700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, no par value |
| Trading Symbol | WW |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |