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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