WW International updates board and interim pay

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Why did Michael Mason resign from the WW (WW) board of directors?

How did WW (WW) change its board size after Michael Mason’s resignation?

What is the Interim Office of the Chief Executive at WW (WW)?

What additional cash compensation will WW (WW) pay to its interim leaders?

Can WW (WW) claw back the new IOCE cash payments from executives?

How did WW (WW) change bonus targets for its CFO and COO?

WW International, Inc. reported a board change and interim executive pay adjustments.

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8-K

WW International, Inc. reported a board change and interim executive pay adjustments. Director Michael Mason resigned from the board effective immediately for personal reasons, and the company stated his departure did not involve any disagreement over operations, policies, or practices.

Following his resignation, the board reduced its size from six to five directors. The company previously created an Interim Office of the Chief Executive (IOCE), led by CFO Felicia DellaFortuna and COO Jonathan Volkmann. In recognition of their expanded interim leadership duties, each will receive a $150,000 cash payment in April 2026 and, if they continue in the IOCE from July 1, 2026, a monthly cash fee of $50,000. Their annual cash bonus targets were also increased from 50% to 75% of base salary for the 2026 plan year.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

IOCE lump-sum payment: $150,000 IOCE monthly fee: $50,000 per month CFO base salary: $600,000 +3 more

6 metrics

IOCE lump-sum payment $150,000 One-time cash payment in April 2026 to each IOCE member

IOCE monthly fee $50,000 per month Monthly cash fee to each IOCE member from July 1, 2026 while serving

CFO base salary $600,000 Annual base salary for Felicia DellaFortuna used for 2026 bonus target

COO base salary $495,000 Annual base salary for Jonathan Volkmann used for 2026 bonus target

Bonus target increase 50% to 75% of salary Annual cash bonus target opportunity for CFO and COO in 2026

Board size after resignation 5 directors Board reduced from six to five following Michael Mason’s resignation

Interim Office of the Chief Executive, annual cash bonus target opportunities, terminated from employment for cause, lump sum cash payment, +1 more

5 terms

Interim Office of the Chief Executive financial

"the Company established the Interim Office of the Chief Executive (“IOCE”), comprised of Felicia"

annual cash bonus target opportunities financial

"approved increases to each of Ms. DellaFortuna’s and Mr. Volkmann’s annual cash bonus target opportunities from 50% to 75%"

terminated from employment for cause financial

"or is terminated from employment for cause prior to (a) June 30, 2026"

lump sum cash payment financial

"each of Ms. DellaFortuna and Mr. Volkmann will receive (i) a lump sum cash payment of $150,000"

principal executive officers financial

"to serve as the principal executive officers of the Company on an interim basis"

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Michael Mason resigned from WW’s board on April 13, 2026 for personal reasons. The company stated his decision was not due to any disagreement regarding WW’s operations, policies, or practices, and thanked him for his service and contributions during his tenure.

After Michael Mason’s resignation, WW’s board approved a reduction in size from six to five directors. This adjustment reflects the vacancy created by his departure and indicates the company is not immediately filling the open seat with a new director.

WW established an Interim Office of the Chief Executive (IOCE) effective April 3, 2026. It consists of CFO Felicia DellaFortuna and COO Jonathan Volkmann, who jointly serve as principal executive officers on an interim basis until the board appoints a new Chief Executive Officer.

WW approved a $150,000 lump-sum cash payment in April 2026 for each of Felicia DellaFortuna and Jonathan Volkmann. If they continue serving in the IOCE from July 1, 2026, each will receive a $50,000 monthly cash fee, payable in advance for each month.

WW can require a pro-rated repayment of the lump-sum or monthly IOCE cash payments if Felicia DellaFortuna or Jonathan Volkmann voluntarily resigns or is terminated for cause before the end of the applicable three-month or monthly service period tied to those payments.

WW increased annual cash bonus target opportunities for CFO Felicia DellaFortuna and COO Jonathan Volkmann from 50% to 75% of base salary. For 2026, this applies to salaries of $600,000 for DellaFortuna and $495,000 for Volkmann, reflecting their expanded responsibilities.

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Accepted by SEC EDGAR 04/17/2026 - 05:00 PM EDT

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): April 13, 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

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 5.02.

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

Departure of Director

On April 13, 2026, Michael Mason notified the board of directors (the “Board”) of WW International, Inc. (the “Company”) of his decision to resign as a member of the Board, effective immediately. Mr. Mason resigned from the Board for personal reasons. His decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Mason commented, “I am confident in the Board’s ability to guide the Company through its next phase of growth. I believe in the Company’s strategy to position Weight Watchers as the global destination for weight health and will be cheering on the management team as they continue to serve the member community and drive long-term value for shareholders.”

The Board and the Company thank Mr. Mason for his service and contributions during his tenure on the Board.

Following Mr. Mason’s resignation, the Board approved a decrease in the size of the Board from six to five directors.

Officer Compensation

As previously announced, effective April 3, 2026, the Company established the Interim Office of the Chief Executive (“IOCE”), comprised of Felicia DellaFortuna, the Company’s Chief Financial Officer, and Jonathan Volkmann, the Company’s Chief Operations Officer, to serve as the principal executive officers of the Company on an interim basis until such time as the Board appoints a Chief Executive Officer.

In respect of Ms. DellaFortuna’s and Mr. Volkmann’s service in the capacity of the IOCE, the Board unanimously approved the following compensation changes on April 15, 2026: each of Ms. DellaFortuna and Mr. Volkmann will receive (i) a lump sum cash payment of $150,000, payable in April 2026; and (ii) if Ms. DellaFortuna and Mr. Volkmann continue to serve in the capacity of the IOCE from and following July 1, 2026, a monthly cash fee of $50,000 for each month that they serve in the capacity of the IOCE, payable monthly in advance. If either Ms. DellaFortuna or Mr. Volkmann voluntarily resigns from employment with the Company or is terminated from employment for cause prior to (a) June 30, 2026 (with respect to the lump sum cash payment described in subclause (i)), or (b) from and following July 1, 2026, prior to the end of a calendar month (with respect to the monthly cash payment described in subclause (ii)), then Ms. DellaFortuna or Mr. Volkmann, as applicable, will be required to repay to the Company a pro-rated portion of the applicable cash payment based on the number of days that s/he was employed during the applicable (1) three-month period (with respect to the lump sum cash payment described in subclause (i)) or (2) month (with respect to the monthly cash payment described in subclause (ii)).

In addition, on April 15, 2026, the Board approved increases to each of Ms. DellaFortuna’s and Mr. Volkmann’s annual cash bonus target opportunities from 50% to 75% of their annual base salary (which annual base salary is $600,000 for Ms. DellaFortuna and $495,000 for Mr. Volkmann), which the Board considered appropriate in light of the recent expansion in their duties and responsibilities in their roles as Chief Financial Officer and Chief Operations Officer, respectively. Such increases will be effective immediately for the 2026 annual cash bonus plan year.

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 INTERNATIONAL, INC.

DATED: April 17, 2026

/s/ Debra Cotter

Debra Cotter

Chief Legal Officer and Secretary

4 documents