WW International (NASDAQ: WW) shareholders approve 2026 director slate

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did WW (WW) shareholders decide at the 2026 annual meeting?

Were WW (WW) director nominees approved by shareholders?

Did WW (WW) shareholders ratify the 2026 independent auditor?

How did WW (WW) shareholders vote on executive compensation?

How many votes did WW (WW) director nominees generally receive?

What are broker non-votes reported in WW (WW)’s meeting results?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

WW International, Inc. reported the results of its 2026 annual meeting of shareholders held on June 12, 2026. Shareholders elected six directors to one-year terms ending at the 2027 annual meeting. Each director nominee received substantially more votes "for" than "against," with additional broker non-votes recorded.

Shareholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers. All three proposals passed with comfortable voting margins.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for Eugene I. Davis: 3,977,702 votes Votes for Lisa Gavales: 4,071,724 votes Votes for Heather Thiltgen: 4,072,589 votes +2 more

5 metrics

Votes for Eugene I. Davis 3,977,702 votes Director election at 2026 annual meeting

Votes for Lisa Gavales 4,071,724 votes Director election at 2026 annual meeting

Votes for Heather Thiltgen 4,072,589 votes Director election at 2026 annual meeting

Proposal with highest support 6,209,431 for, 33,078 against, 121,105 abstentions Shareholder proposal voting at 2026 annual meeting

Another proposal result 3,902,267 for, 205,280 against, 98,742 abstentions Shareholder proposal voting at 2026 annual meeting

annual meeting of shareholders, independent registered public accounting firm, advisory basis, broker non-votes

4 terms

annual meeting of shareholders financial

"WW International, Inc. held its 2026 annual meeting of shareholders on June 12, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"approved, on an advisory basis, the Company’s named executive officer compensation"

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

06/15/2026 - 04:05 PM

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): June 12, 2026

WW 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.)


18 West 18^th Street, 7^th Floor, New York, New York		10011
(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	WW	The Nasdaq Stock Market LLC

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 5.07.

Submission of Matters to a Vote of Security Holders.

WW International, Inc. (the “Company”) held its 2026 annual meeting of shareholders on June 12, 2026. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as directors for a one-year term 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 their earlier death, resignation or removal; (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. Set forth below are the voting results for these proposals.

Election of all six directors for a one-year term expiring at the 2027 Annual Meeting and until their successors have been duly elected and qualified or their earlier death, resignation or removal:


Nominee Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Eugene I. Davis	3,977,702	130,949	97,638	2,157,325
Lisa Gavales	4,071,724	37,182	97,383	2,157,325
Sue Gove	4,071,725	37,179	97,385	2,157,325
J. Carney Hawks	4,046,430	62,209	97,650	2,157,325
Nikolaj Sjoqvist	4,051,883	56,749	97,657	2,157,325
Heather Thiltgen	4,072,589	36,309	97,391	2,157,325

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026:


Votes For	Votes Against	Abstentions	Broker Non-Votes
6,209,431	33,078	121,105	N/A

Advisory vote to approve the Company’s named executive officer compensation:


Votes For	Votes Against	Abstentions	Broker Non-Votes
3,902,267	205,280	98,742	2,157,325

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.

Source: View Original Filing on SEC EDGAR

WW shareholders elected six directors, ratified the 2026 independent auditor and approved executive compensation on an advisory basis. All three proposals received significantly more votes in favor than against, indicating broad support for the current board, audit relationship and pay practices.

Yes, all six WW director nominees were elected for one-year terms expiring at the 2027 annual meeting. Each nominee received strong support, with votes for far exceeding votes against, plus a number of broker non-votes typical when beneficial owners do not provide specific voting instructions.

Shareholders ratified PricewaterhouseCoopers LLP as WW’s independent registered public accounting firm for fiscal 2026. The ratification proposal received a high level of votes for compared with votes against or abstentions, signaling shareholder acceptance of the company’s external audit relationship for the year.

WW shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. Votes for exceeded votes against and abstentions, indicating overall shareholder support for the company’s executive pay programs, even though the say-on-pay vote is non-binding on the board of directors.

Individual WW director nominees received roughly 3.98 million to 4.07 million votes for, versus tens of thousands of votes against. Each nominee also had around 97,000 abstentions and over 2.15 million broker non-votes, reflecting shares held in street name without specific voting instructions.

Broker non-votes are shares held by brokers that were not voted on certain proposals because beneficial owners gave no specific instructions. WW’s director elections showed over 2.15 million broker non-votes per nominee, which are common in U.S. proxy voting and generally do not count against proposals.

WW INTERNATIONAL, INC.

DATED: June 15, 2026

/s/ Felicia DellaFortuna

Felicia DellaFortuna

Chief Financial Officer

4 documents