Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2023, Raymond Debbane and Jonas M. Fajgenbaum each notified the
Secretary of WW International, Inc. (the "Company") that he would not be
standing for re-election as a member of the Company's Board of Directors (the
"Board") at the Company's 2023 annual meeting of shareholders to be held on
May 9, 2023 (the "2023 Annual Meeting"). Mr. Debbane also resigned from his role
as Chairman of the Board ("Chairman") effective as of the midnight prior to the
2023 Annual Meeting. Neither Mr. Debbane's nor Mr. Fajgenbaum's decision was the
result of any disagreement with the Company or the Board. The Board unanimously
appointed Thilo Semmelbauer to serve as Chairman effective as of 12:01 a.m. the
morning of the 2023 Annual Meeting.
Additionally, the Board unanimously nominated Tracey D. Brown, a former member
of the Board from February 2019 to January 2022, to stand for election as a
Class I director of the Board at the 2023 Annual Meeting. Since March 2023,
Ms. Brown has served as Executive Vice President and President of Walgreens
Retail and U.S. Chief Customer Officer of Walgreens, a portfolio brand of
Walgreens Boots Alliance, Inc., an integrated healthcare, pharmacy and retail
company, after serving as President Retail Products and Chief Customer Officer
of Walgreens from November 2021 to February 2023. From June 2018 to November
2021, Ms. Brown served as Chief Executive Officer of the American Diabetes
Association, the largest voluntary health organization in the United States.
Previously, Ms. Brown was with Sam's Club, a membership retail warehouse club
and division of Walmart Inc., where she served as Senior Vice President of
Operations and Chief Experience Officer from February 2017 to June 2018, Chief
Member and Marketing Officer from January 2015 to February 2017, and Vice
President from October 2014 to January 2015. Prior to joining Sam's Club,
Ms. Brown held various roles at RAPP Dallas (a part of the Omnicom Group),
Direct Impact, Advanced Micro Devices, Peppers & Rogers Group, Dell, American
Express, Exxon and Procter & Gamble. Ms. Brown earned a Bachelor of Chemical
Engineering from the University of Delaware and an M.B.A. from Columbia Business
School. Ms. Brown is a director of YETI Holdings, Inc.
Immediately following the 2023 Annual Meeting, the size of the Board will be
reduced from 11 members to ten, and the Board expects to re-appoint
Mr. Semmelbauer as Chairman.
Item 7.01. Regulation FD Disclosure.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including the text of the press release attached as Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section. The information contained in
Items 7.01 and 9.01 of this Current Report on Form 8-K shall not be incorporated
by reference into any registration statement or other document or filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
A copy of the Company's press release regarding the matters disclosed in this
Current Report on Form 8-K 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 March 23, 2023.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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