0001209191-19-038525.txt : 20190621 0001209191-19-038525.hdr.sgml : 20190621 20190621170549 ACCESSION NUMBER: 0001209191-19-038525 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190613 FILED AS OF DATE: 20190621 DATE AS OF CHANGE: 20190621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kossover Amy CENTRAL INDEX KEY: 0001546357 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16769 FILM NUMBER: 19912301 MAIL ADDRESS: STREET 1: C/O WEIGHT WATCHERS INTERNATIONAL, INC. STREET 2: 11 MADISON AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WEIGHT WATCHERS INTERNATIONAL INC CENTRAL INDEX KEY: 0000105319 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 116040273 STATE OF INCORPORATION: VA FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 675 AVENUE OF THE AMERICAS STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125892700 MAIL ADDRESS: STREET 1: 675 AVENUE OF THE AMERICAS STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-06-13 0 0000105319 WEIGHT WATCHERS INTERNATIONAL INC WW 0001546357 Kossover Amy 675 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK NY 10010 0 1 0 0 Chief Accounting Officer Common Stock 14613 D Non-Qualified Stock Option (right to buy) 63.59 2014-03-25 2021-03-25 Common Stock 5025 D Non-Qualified Stock Option (right to buy) 57.69 2015-05-15 2022-05-15 Common Stock 5468 D Non-Qualified Stock Option (right to buy) 56.36 2015-11-15 2022-11-15 Common Stock 5861 D Non-Qualified Stock Option (right to buy) 44.53 2016-05-15 2023-05-15 Common Stock 6222 D Non-Qualified Stock Option (right to buy) 33.34 2016-11-15 2023-11-15 Common Stock 6053 D Non-Qualified Stock Option (right to buy) 5.25 2025-06-22 Common Stock 15331 D Restricted Stock Unit Award 0.00 2019-11-15 Common Stock 2655 D Restricted Stock Unit Award 0.00 2020-05-15 Common Stock 1192 D Restricted Stock Unit Award 0.00 2020-11-15 Common Stock 1225 D Restricted Stock Unit Award 0.00 2021-05-15 Common Stock 814 D Restricted Stock Unit Award 0.00 2021-11-15 Common Stock 1577 D Restricted Stock Unit Award 0.00 2022-10-15 Common Stock 8167 D Restricted Stock Unit 0.00 2020-05-15 2020-05-15 Common Stock 3966 D Non-qualified stock options granted on March 25, 2011 vested 100% on the third anniversary of the grant date. Non-qualified stock options granted on May 15, 2012 vested 100% on the third anniversary of the grant date. Non-qualified stock options granted on November 15, 2012 vested 100% on the third anniversary of the grant date. Non-qualified stock options granted on May 15, 2013 vested 100% on the third anniversary of the grant date. Non-qualified stock options granted on November 15, 2013 vested 100% on the third anniversary of the grant date. Non-qualified stock options granted on June 22, 2015 vested on the following schedule: 25% on June 22, 2016, 25% on June 22, 2017 and 50% on June 22, 2018. These Restricted Stock Units (part of a grant made on November 15, 2016) will vest 100% on November 15, 2019. Each Restricted Stock Unit represents a contingent right to receive one share of common stock. These Restricted Stock Units (part of a grant made on May 15, 2017) will vest 100% on May 15, 2020. These Restricted Stock Units (part of a grant made on November 15, 2017) will vest one-half on each of November 15, 2019 and November 15, 2020. These Restricted Stock Units (part of a grant made on May 15, 2018) will vest one-half on each of May 15, 2020 and May 15, 2021. Restricted Stock Units granted on November 15, 2018 will vest on the following schedule: one-third on November 15, 2019, one-third on November 15, 2020 and one-third on November 15, 2021. Restricted Stock Units granted on April 15, 2019 will vest one-sixth on each of the following dates: April 15, 2020, October 15, 2020, April 15, 2021, October 15, 2021, April 15, 2022 and October 15, 2022. On May 15, 2017, this award was granted as 3,570 performance stock units ("PSUs") that have both time- and performance-vesting criteria. The performance-vesting criteria will be satisfied if the Company has achieved certain objectives established for each of fiscal 2017, fiscal 2018 and fiscal 2019, as applicable. On February 26, 2018, the Compensation and Benefits Committee of the Company's Board of Directors certified that the performance criteria established in connection with the third of the award relating to fiscal 2017 had been satisfied at the "maximum" level of achievement of 166.67%. On February 25, 2019, the Compensation Committee certified that the performance criteria established in connection with the third of the award relating to fiscal 2018 had been satisfied at the "maximum" level of achievement of 166.67%. Accordingly, at such times, the respective parts of the award converted from PSUs to Restricted Stock Units that remain subject to the time-vesting criteria. See attached Exhibit 24 Limited Power of Attorney of Amy Kossover. /s/ Roxanne Tingir, as Attorney-in-Fact for Amy Kossover 2019-06-21 EX-24.3_861544 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR CERTAIN REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Michael Colosi, Debra Cotter and Roxanne Tingir, each acting individually, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Weight Watchers International, Inc., a Virginia corporation (the "Company"), with the United States Securities and Exchange Commission (the "SEC"), any national securities exchange or any similar authority, and the Company, as may be considered necessary or advisable pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"), or the rules and regulations of any national securities exchange on which such securities may be listed and/or tracked or any similar authority; (2) prepare, execute, acknowledge, deliver and file Forms 144 (including any amendments thereto) with respect to the securities of the Company, with the SEC, any national securities exchange or any similar authority, and the Company, as may be considered necessary or advisable pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder, including Rule 144, as amended from time to time (the "Securities Act"), or the rules and regulations of any national securities exchange on which such securities may be listed and/or tracked or any similar authority; (3) prepare, execute, acknowledge, deliver and file any and all other documents (including any amendments thereto), including, without limitation, a Form ID, with the SEC and any national securities exchange or similar authority, as may be considered necessary or advisable to facilitate the filing of Forms 3, 4, and 5 as set forth above; (4) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and (5) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this limited power of attorney ("Power of Attorney") authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, the Securities Act or the rules and regulations of any national securities exchange or any similar authority, (ii) any liability of the undersigned for any failure to comply with such requirements, rules or regulations, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act, the Securities Act, including without limitation the reporting requirements under Rule 144, or the rules and regulations of any national securities exchange or any similar authority. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution, hereby ratifying all that each such attorney-in-fact (or such attorney-in-fact's substitute or substitutes), of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13 day of June, 2019. /s/ Amy Kossover Signature Amy Kossover Name State of New York ) ) ss.: County of New York) On June 13, 2019, before me personally came Amy Kossover to me known to be the person described in, and who executed, the foregoing instrument. Such person duly swore to such instrument before me and duly acknowledged executing the same. /s/ Linda Lau (Notary Public) My commission expires on: February 27, 2022 Linda Lau Notary Public-State of New York No. 01LA6141612 Qualified in Suffolk County Certificate Filed in New York County My Commission Expires February 27, 2022