Item 7.01 Regulation FD Disclosure.
WW International, Inc. (the "Company") furnishes as Exhibit 99.1 a copy of the
Notice of Pendency and Proposed Settlement of Shareholder Derivative Actions and
of Settlement Hearing, dated as of September 2, 2021 (the "Notice"), relating to
the pending shareholder derivative lawsuits described in Item 8.01 of this
Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including the text of the Notice 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 Item 7.01 and
Exhibit 99.1 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. Item 7.01 of this
Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information in this report that is provided in connection
with Regulation FD.
Item 8.01 Other Events.
On August 19, 2021, the Supreme Court of the State of New York, County of New
York, entered as an Order a Scheduling Stipulation in the shareholder derivative
lawsuit entitled Schindler and Shields v. Grossman, et al., Index
No. 657497/2019 (filed December 16, 2019). The Court's Order scheduled a
settlement hearing on October 19, 2021 at 11:00 a.m. before the Honorable
Jennifer G. Schecter via Microsoft Teams to determine whether the terms and
conditions of the settlement provided for in the Stipulation of Settlement,
dated August 17, 2021 (the "Stipulation"), are adequate, fair and reasonable and
in the best interests of the Company and its shareholders. The Stipulation
requires the Company to implement certain operational and corporate governance
changes and pay certain attorneys' fees and expenses to plaintiffs' counsel in
the amount of $295,000.00. If the settlement is approved, within five business
days of the date that the approval order and final judgment becomes final,
Shareholder Jonathan Ransom will also dismiss with prejudice the derivative
lawsuit pending in the United States District Court for the Southern District of
New York entitled Ransom v. Grossman, et al., Civ. Action No. 1:19-cv-09878-WHP.
The Notice and the Stipulation are available on the Company's corporate website
at https://corporate.ww.com until October 22, 2021. The contents of the
Company's corporate website shall not be deemed to be incorporated by reference
into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Exhibit 99.1 Notice of Pendency and Proposed Settlement of Shareholder
Derivative Actions and of Settlement Hearing, dated as of
September 2, 2021.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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