Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer and Director
On October 1, 2021, WW International, Inc. (the "Company") announced that Mindy
Grossman notified the board of directors of the Company (the "Board") of her
resignation as a director of the Company and as President and Chief Executive
Officer of the Company, effective on the earlier of (i) the commencement of
employment of any successor Chief Executive Officer (or interim replacement) and
(ii) April 15, 2022 (such earlier date, the "Termination Date").
Ms. Grossman's Separation Agreement
On September 28, 2021, Ms. Grossman entered into a separation agreement with the
Company (the "Separation Agreement") in connection with her resignation pursuant
to which she has agreed to assist in the transition of her positions, duties and
offices as requested by the Board, and the Company has agreed to provide
Ms. Grossman with certain separation payments and benefits in keeping with
Section 7(e)-(f) of the Employment Agreement entered into between Ms. Grossman
and the Company on or about April 21, 2017. The material payments and benefits
to Ms. Grossman under the Separation Agreement include the following:
(i) continued receipt of her base salary and employee benefits at current levels
through the Termination Date; (ii) an aggregate cash amount of $2,472,000
(representing two times her current base salary) to be paid in substantially
equal installments in the form of payroll continuation payments over the
two-year period following the Termination Date; (iii) payment of her full 2021
annual bonus based on actual performance for the full year; (iv) a pro-rata
bonus payment in respect of 2022 based on actual performance for 2022 (provided
that in the event the Company makes an early bonus payment in respect of the
first quarter of 2022, such accelerated quarterly bonus payment will not be
pro-rated); (v) subject to Ms. Grossman's election to receive COBRA health
benefit continuation, cash amounts equal to the incremental cost of COBRA health
plan continuation over the normal premium costs paid by active employees,
payable over the two-year period following the Termination Date (or until
Ms. Grossman becomes eligible for alternative health benefits from a subsequent
employer, if earlier); and (vi) vesting as scheduled in the ordinary course on
or before April 15, 2022 of restricted stock unit awards (or any portion
thereof) (provided such vesting shall be accelerated to the Termination Date if
such date occurs prior to April 15, 2022), with all equity awards (or any
portion thereof) not otherwise scheduled to vest in the ordinary course on or
before April 15, 2022 forfeited as of the date of execution of the Separation
Agreement. Ms. Grossman will have the right to exercise the vested options that
were granted to her at the time of the commencement of her employment for the
full 7-year term of such stock options, and all of her other stock options will
remain exercisable for up to 30 days following her Termination Date, after which
they will be canceled. Ms. Grossman's right to receive the separation payments
and benefits described above is contingent upon her execution, delivery and
non-revocation of a release of claims in favor of the Company within 60 days
following the Termination Date. Ms. Grossman is subject to non-competition,
non-solicitation and confidentiality covenants. The confidentiality covenant has
an indefinite term. The non-competition and non-solicitation covenants each have
a term of twenty-four (24) months following the Termination Date.
The Separation Agreement is filed as Exhibit 10.1 hereto and is hereby
incorporated by reference.
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.
10.1 Separation Agreement, dated as of September 28, 2021, by and between WW
International, Inc. and Mindy Grossman.
99.1 Press Release dated October 1, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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