Explanatory Note
On May 13, 2024, WW International, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) disclosing the results of its 2024 annual meeting of shareholders (the “Original 8-K”) held on May 9, 2024 (the “Annual Meeting”), as reported to the Company by Computershare Trust Company, N.A., an independent third party (the “Inspector of Election”). This Current Report on Form 8-K/A amends and supplements the Original 8-K to: (1) reflect that Proposal No. 4 (approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors) was not approved by the Company’s shareholders; (2) disclose that the Company filed Articles of Correction with the Virginia State Corporation Commission (the “SCC”) to correct the Company’s Amended and Restated Articles of Incorporation; and (3) correct the voting results reported in Item 5.07 of the Original 8-K, which were based on an erroneous tabulation report received from the Company’s Inspector of Election and have since been updated following receipt of a revised tabulation report.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has set forth the complete text of Items 5.03, 5.07 and 9.01 of the Original 8-K, as amended.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 13, 2024, the Company filed Articles of Restatement with the SCC to amend and restate its Amended and Restated Articles of Incorporation (the “Amendment”) to, among other things, adopt a majority voting standard in uncontested elections of directors. The Amendment was filed on the basis that Proposal No. 4 described in Item 5.07 below was approved by the Company’s shareholders present at the Annual Meeting. Subsequent to the filing of the Amendment, the Company determined that Proposal No. 4 was not approved by its shareholders, as such proposal did not receive the affirmative vote of a majority of the votes entitled to be cast by the outstanding shares of the Company’s common stock. On May 24, 2024, the Company filed Articles of Correction with the SCC to correct the changes effected by the Amendment that related to Proposal No. 4 (as corrected, the “Second Amended and Restated Articles of Incorporation”).
As disclosed in the Original 8-K, effective May 13, 2024, the Company amended and restated its Amended and Restated Articles of Incorporation to delete Section D of Article III thereof to reflect the cancellation of the Company’s previously outstanding Series A Preferred Stock and implement additional immaterial technical and conforming changes. The Second Amended and Restated Articles of Incorporation retains these amendments, as such amendments were duly approved by the Company’s Board of Directors and did not require shareholder approval.
As disclosed in the Original 8-K, effective May 13, 2024, the Company also amended and restated its Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to update and expand certain procedural and informational requirements for shareholder nominations for election of directors or proposals of business at the Company’s shareholder meetings pursuant to the Company’s “advance notice” provisions, including updates to reflect the adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Exchange Act. The Amended and Restated Bylaws also delete certain obsolete provisions relating to the equity ownership of the Company’s former controlling shareholder and implement additional immaterial technical and conforming changes.
The foregoing summary and description of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full texts of such documents, copies of which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference. In addition, marked copies of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws showing all changes from the respective prior versions are filed as Exhibits 3.3 and 3.4 hereto, respectively.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class II directors for a term of three years expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (2) elected the persons listed below to serve as Class I directors for a term of two years expiring at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until their successors have been duly elected and qualified or until the earlier of their resignation,
