WW International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On May 13, 2024, WW International, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) disclosing the results of its 2024 annual meeting of shareholders (the “Original 8-K”) held on May 9, 2024 (the “Annual Meeting”), as reported to the Company by Computershare Trust Company, N.A., an independent third party (the “Inspector of Election”). This Current Report on Form 8-K/A amends and supplements the Original 8-K to: (1) reflect that Proposal No. 4 (approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors) was not approved by the Company’s shareholders; (2) disclose that the Company filed Articles of Correction with the Virginia State Corporation Commission (the “SCC”) to correct the Company’s Amended and Restated Articles of Incorporation; and (3) correct the voting results reported in Item 5.07 of the Original 8-K, which were based on an erroneous tabulation report received from the Company’s Inspector of Election and have since been updated following receipt of a revised tabulation report.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has set forth the complete text of Items 5.03, 5.07 and 9.01 of the Original 8-K, as amended.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 13, 2024, the Company filed Articles of Restatement with the SCC to amend and restate its Amended and Restated Articles of Incorporation (the “Amendment”) to, among other things, adopt a majority voting standard in uncontested elections of directors. The Amendment was filed on the basis that Proposal No. 4 described in Item 5.07 below was approved by the Company’s shareholders present at the Annual Meeting. Subsequent to the filing of the Amendment, the Company determined that Proposal No. 4 was not approved by its shareholders, as such proposal did not receive the affirmative vote of a majority of the votes entitled to be cast by the outstanding shares of the Company’s common stock. On May 24, 2024, the Company filed Articles of Correction with the SCC to correct the changes effected by the Amendment that related to Proposal No. 4 (as corrected, the “Second Amended and Restated Articles of Incorporation”).
As disclosed in the Original 8-K, effective May 13, 2024, the Company amended and restated its 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. The Second Amended and Restated Articles of Incorporation retains these amendments, as such amendments were duly approved by the Company’s Board of Directors and did not require shareholder approval.
As disclosed in the Original 8-K, 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 Exchange Act. The Amended and Restated Bylaws also delete certain obsolete provisions relating to the equity ownership of the Company’s former controlling shareholder and implement additional immaterial technical and conforming changes.
The foregoing summary and description of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full texts of such documents, copies of which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference. In addition, marked copies of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws showing all changes from the respective prior versions are filed as Exhibits 3.3 and 3.4 hereto, respectively.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class II directors for a term of three years expiring at the Company’s 2027 annual meeting of shareholders (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; (2) elected the persons listed below to serve as Class I directors for a term of two years expiring at the Company’s 2026 annual meeting of shareholders (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; (3) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024; (4) did not approve the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors; (5) did not approve 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; and (6) 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 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 |
28,475,540 | 841,382 | 22,878,176 | |||
| Julie Rice |
27,937,535 | 1,379,387 | 22,878,176 |
| 2. | 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 |
28,711,012 | 605,910 | 22,878,176 | |||
| William H. Shrank, M.D. |
28,706,793 | 610,129 | 22,878,176 |
| 3. | 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 | |||
| 50,536,396 | 1,411,856 | 246,846 | N/A |
| 4. | Approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 28,728,707 | 454,544 | 133,671 | 22,878,176 |
| 5. | 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(1) | |||
| 51,003,683 | 948,251 | 243,164 | N/A |
| (1) | As disclosed in the Company’s definitive proxy statement filed with the SEC on April 4, 2024, Proposal No. 5 was a routine proposal for which brokers possessed discretionary authority to vote uninstructed shares. However, the voting results initially reported to the Company’s Inspector of Election by certain broker intermediaries incorrectly treated Proposal No. 5 as a non-routine proposal and, as a result, erroneously reported the receipt of “broker non-votes,” which were disclosed in the Original 8-K. Subsequent to the Company filing the Original 8-K, such intermediaries corrected the voting results reported to the Company’s Inspector of Election to reflect that Proposal No. 5 was a routine proposal and, therefore, did not receive any “broker non-votes.” The treatment of Proposal No. 5 as a routine matter did not have any effect on the outcome of the proposal as reported in the Original 8-K, as the proposal did not receive the affirmative vote of at least 80% of the votes entitled to be cast by the outstanding shares of the Company’s common stock, which was required for approval. |
| 6. | Advisory vote to approve the Company’s named executive officer compensation: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 16,262,503 | 12,917,979 | 136,440 | 22,878,176 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| Exhibit 3.1 | Second Amended and Restated Articles of Incorporation of WW International, Inc. (effective May 13, 2024). | |
| Exhibit 3.2 | Amended and Restated Bylaws of WW International, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed on May 13, 2024 (File No. 001-16769), and incorporated herein by reference). | |
| Exhibit 3.3 | Marked Second Amended and Restated Articles of Incorporation of WW International, Inc. | |
| Exhibit 3.4 | Marked Amended and Restated Bylaws of WW International, Inc. (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K, as filed on May 13, 2024 (File No. 001-16769), and incorporated herein by reference). | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL. | |
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 24, 2024 | By: | /s/ Heather Stark | ||||
| Name: | Heather Stark | |||||
| Title: | Chief Financial Officer | |||||