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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 9, 2018

 

 

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   001-16769   11-6040273

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

675 Avenue of the Americas, 6th Floor, New York, New York   10010
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2018, Sacha Lainovic notified the Secretary of Weight Watchers International, Inc. (the “Company”) of his resignation as a director of the Company, effective immediately. Mr. Lainovic’s decision was not the result of any disagreement with the Company or the Board of Directors of the Company (the “Board”). In order to fill the vacancy created by Mr. Lainovic’s resignation, the Board unanimously elected Julie Rice as a Class II director of the Company, effective August 9, 2018. Ms. Rice’s term will expire in 2021, subject to her election by the Company’s shareholders at the Company’s 2019 annual meeting of shareholders as required under the laws of the Commonwealth of Virginia.

There were no arrangements or understandings pursuant to which Ms. Rice was elected as a director, and there are no related party transactions between the Company and Ms. Rice reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Rice qualifies as an “independent director” under the New York Stock Exchange listing standards.

Ms. Rice will receive the Company’s standard compensation provided to all the Company’s non-employee directors for service on the Board (currently $150,000 per annum, payable quarterly, half in cash and half in fully vested common stock of the Company, no par value per share (the “Common Stock”)), and such amounts shall be prorated with respect to fiscal 2018 based on her commencing service on the Board during the third fiscal quarter of 2018. All shares of Common Stock granted to a director are subject to transfer restrictions such that the shares cannot be sold or transferred until the earlier of (i) the director no longer serving on the Board or (ii) following the proposed sale or transfer of any such shares, the applicable director continuing to hold shares of Common Stock with a value of at least $600,000 in the aggregate, such value based on the closing price of the Common Stock on the date of such director’s request for permission to consummate such sale or transfer pursuant to the Company’s Amended and Restated Securities Trading Policy, and any successor policy thereof.

 

Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release announcing Ms. Rice’s election to the Board has been 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 August 9, 2018.

 

 

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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.

 

   

WEIGHT WATCHERS INTERNATIONAL, INC.

   

DATED: August 9, 2018

   

By:

 

/s/ Nicholas P. Hotchkin

   

Name:

  Nicholas P. Hotchkin
   

Title:

  Chief Financial Officer

 

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

 

Contact Information:

 

  

Investors:

Corey Kinger

(212) 601-7569

corey.kinger@weightwatchers.com

  

Media:

Sara Bosco

(347) 421-0389

sara.n.bosco@weightwatchers.com

Julie Rice to Join Board of Directors for Weight Watchers

NEW YORK, NY (August 9, 2018) – Weight Watchers International, Inc. (NYSE: WTW) (“WW”) today announced that Julie Rice, Partner at WeWork and co-founder of SoulCycle, will join the WW Board of Directors. Sacha Lainovic, who has served as a director since WW was acquired by Artal Luxembourg S.A. on September 29, 1999, will step down from his position on the Board effective immediately.

“On behalf of the Board of Directors, I would like to thank Sacha for his commitment and dedication to Weight Watchers over the past 19 years. His contributions and insights have been invaluable to the company’s growth and evolution,” said Raymond Debbane, Chairman of the Board of Directors. “It is a pleasure to welcome Julie Rice to the Board. She brings tremendous expertise and new perspectives that I believe will benefit the company as we continue to evolve our business and our brand.”

Ms. Rice is currently serving as a Partner at WeWork and is a co-founder of SoulCycle, a fitness company that revolutionized indoor cycling. Ms. Rice served as Co-Chief Executive Officer from 2006 to 2015, Chief Talent and Creative Officer from 2015 to 2016 and as a member of the board of directors from 2010 to 2018. She also co-founded LifeShop in 2016, an advising and investing company through which she helped Audrey Gelman and Lauren Kassan launch the women’s social club, The Wing.

“Community and wellness are two important themes that are interconnected and woven throughout my professional career. When looking at the brands I’ve been closest to, SoulCycle isn’t just about fitness and WeWork isn’t just about space. And Weight Watchers certainly isn’t just about food or weight management. Community and wellness are at the heart of these brands, and I am energized to join the board of Weight Watchers at such an inspiring time in the company’s evolution,” commented Ms. Rice.

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About Weight Watchers International, Inc.

Weight Watchers is a global wellness company and the world’s leading commercial weight management program. We inspire millions of people to adopt healthy habits for real life. Through our engaging digital experience and face-to-face group meetings, members follow our livable and sustainable program that encompasses healthy eating, physical activity and positive mindset. With more than five decades of experience in building communities and our deep expertise in behavioral science, we aim to deliver wellness for all. To learn more about the Weight Watchers approach to healthy living, please visit www.weightwatchers.com. For more information about our global business, visit our corporate website at www.weightwatchersinternational.com.

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