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  4. [8-K] WW INTERNATIONAL, INC. Reports Material Event

CEO exits as Weight Watchers (NASDAQ: WW) reshapes board and bylaws

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

WW International (Weight Watchers) announced major leadership and board changes. CEO Tara Comonte resigned effective March 31, 2026, and the company created an Interim Office of the CEO led by CFO Felicia DellaFortuna and COO Jonathan Volkmann while the board conducts a search for a new CEO.

Chief Legal and Administrative Officer and Secretary Jacqueline Cooke will depart April 10, 2026, and will receive a cash separation payment, extended health benefits and legal fee reimbursement under a Separation Agreement. Senior vice president Debra Cotter will become chief legal officer and secretary.

Directors Julie Bornstein and Fallon O’Connor also resigned, and the board reduced its size from seven to four members and amended its bylaws to allow as few as three directors. The company reaffirmed its first quarter 2026 subscriber estimates and full-year 2026 financial guidance.

Positive

  • Guidance reaffirmed: Weight Watchers reaffirmed its first quarter 2026 end-of-period subscriber estimates and full year 2026 financial guidance as previously provided, indicating that leadership changes have not altered its near-term financial outlook.
  • Structured transition: The company established an Office of the CEO and a board Transition Committee, and promoted an internal candidate to chief legal officer, providing defined structures to manage the executive transition and governance refresh.

Negative

  • Executive turnover: The simultaneous departure of the chief executive officer and the chief legal and administrative officer, along with two directors, represents a concentrated period of leadership change that can increase execution and continuity risk.
  • Board contraction and bylaw change: The board reduced its size from seven to four directors and amended bylaws to permit as few as three directors, which could reduce diversity of perspectives and oversight compared with a larger board.
  • Separation costs: The company agreed to a $1,500,000 cash separation payment, up to 36 months of employer health premium contributions, and $107,480 of legal fee reimbursement in connection with the departure of its chief legal and administrative officer, adding incremental non-recurring expenses.

Insights

Multiple senior departures concentrate leadership risk despite reaffirmed guidance.

WW International is undergoing a substantial governance reshuffle: its CEO, chief legal and administrative officer, and two directors are leaving, and the board size is being cut from seven to four. An Interim Office of the CEO and a board Transition Committee are being put in place to manage the transition and search for a new leader.

The bylaw change lowering the minimum board size from five to three increases flexibility but also allows a much smaller board than before. The sizeable cash separation package and continued health benefits for the departing legal chief add near-term costs, while the company’s decision to reaffirm first quarter 2026 subscriber estimates and full-year 2026 financial guidance suggests no immediate change to its operating outlook from these moves.

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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Separation payment $1,500,000 Cash separation amount for departing chief legal and administrative officer
Health benefit duration up to 36 months Employer portion of health insurance premiums after Separation Date
Legal fee reimbursement $107,480 Attorneys’ fees and costs reimbursed in connection with separation negotiation
Board size change 7 to 4 directors Board reduced after CEO and two director resignations
Bylaw minimum directors 5 to 3 directors Amended Article II, Section 2.1 of bylaws
Effective CEO resignation date March 31, 2026 CEO Tara Comonte’s departure effective date
Separation Date April 10, 2026 Effective separation date for chief legal and administrative officer
Office of the Chief Executive Officer financial
"the Company has established an Interim Office of the Chief Executive Officer (“OCEO”)"
Transition Committee financial
"the Board has formed a Transition Committee to oversee the Office of the CEO"
A transition committee is a temporary group of board members and senior leaders formed to manage a major change, such as a leadership handoff, strategic pivot, merger, or sale. It sets the plan, timeline and checkpoints, coordinates teams, and ensures essential operations keep running during the handover. For investors, a clear and competent transition committee lowers uncertainty, helps protect company value and continuity, and signals how smoothly the company is likely to navigate the change—think of it as a relay team organizing the baton pass so the company keeps moving forward.
Separation Agreement and Mutual Release financial
"entered into a Separation Agreement and Mutual Release (the “Separation Agreement”)"
Amended and Restated Bylaws regulatory
"the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Stock Incentive Plan financial
"In accordance with the Company’s 2025 Stock Incentive Plan (the “Stock Incentive Plan”)"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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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): March 30, 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 18th Street, 7th 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of President and Chief Executive Officer

On March 30, 2026, Tara Comonte notified the board of directors (the “Board”) of WW International, Inc. (the “Company”) of her resignation as the President and Chief Executive Officer of the Company, effective March 31, 2026. On March 31, 2026, the Board accepted Ms. Comonte’s resignation. Pursuant to her employment agreement with the Company, upon Ms. Comonte’s termination of employment with the Company, she was deemed to have resigned as a member of the Board and from any and all other directorships, committee memberships, and all other positions that she held with the Company and its subsidiaries.

Effective April 3, 2026, the Company has established an Interim Office of the Chief Executive Officer (“OCEO”), 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 Ms. Comonte’s successor. Biographical information for each of Ms. DellaFortuna and Mr. Volkmann is set forth below.

Felicia DellaFortuna, 42, has served as Chief Financial Officer of the Company since January 2025. Prior to joining the Company, she was Chief Financial Officer of Enthusiast Gaming Holdings Inc., a gaming media and entertainment company, from November 2023 to December 2024. Prior to that, she served as Chief Financial Officer of BuzzFeed, Inc., a digital media company, from December 2021 to November 2023. Ms. DellaFortuna previously served in several finance leadership positions at BuzzFeed’s predecessor company, including as its Chief Financial Officer from February 2020 to December 2021, Senior Vice President of Finance from May 2019 to February 2020, Vice President of Finance from June 2017 to May 2019, and Senior Director of Finance from October 2015 to June 2017. Prior to that time, Ms. DellaFortuna held corporate finance positions with Viant Technology Inc. and XIX Entertainment Limited, and provided assurance services at Ernst & Young LLP. She holds a Certified Public Accountant license in New York. Ms. DellaFortuna received a B.S. in Accounting from Lehigh University.

Jonathan Volkmann, 39, has served as Chief Operations Officer of the Company since June 2025, having previously served as Senior Vice President, Global Operations since January 2025. Mr. Volkmann was the Chief Operating Officer at Weekend Health, Inc. (d/b/a Sequence, now WW Clinic) from March 2022 to January 2025. From April 2019 to March 2022, he held several leadership positions at Eaze Inc., including Vice President, Marketplace and Vice President, Central Operations. Earlier in his career, he served in various operational roles at Uber and DogVacay (acquired by Rover). Mr. Volkmann holds a B.S. in Business Administration from the University of Richmond and an M.B.A. from the UCLA Anderson School of Management.

Neither Ms. DellaFortuna nor Mr. Volkmann have any family relationships with any director or executive officer of the Company. Additionally, neither Ms. DellaFortuna nor Mr. Volkmann have engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Departure of Chief Legal and Administrative Officer and Secretary

On March 31, 2026, Jaqueline Cooke notified the Board of her resignation as Chief Legal and Administrative Officer and Secretary of the Company, at the request of the Board and not due to circumstances constituting “cause”, effective April 10, 2026 (the “Separation Date”).

In connection with her termination of employment, on March 31, 2026, Ms. Cooke and the Company entered into a Separation Agreement and Mutual Release (the “Separation Agreement”), the material terms of which are described below. As consideration for a customary broad-form mutual release of claims by Ms. Cooke against the Company and its affiliates, and by the Company against Ms. Cooke and her affiliates, the Company will provide Ms. Cooke the following payments and benefits: (i) a separation payment in an aggregate amount of $1,500,000 to be paid in cash in two equal installments, the first of which will be paid on the first regularly scheduled payroll date occurring 45 days after the Separation Date and the second of which will be paid on the first regularly scheduled payroll date in July 2026; and (ii) payment of the employer’s portion of the premium for maintenance of health insurance under the Consolidated Omnibus Budget Reconciliation Act and the California Continuation Benefits Replacement Act for up to 36 months following the Separation Date (or, if earlier, the date that Ms. Cooke is eligible for group health insurance coverage through another employer). In accordance with the Company’s 2025 Stock Incentive Plan (the “Stock Incentive Plan”) and applicable award agreements thereunder, Ms. Cooke’s equity- and cash-based awards under the Stock Incentive Plan will immediately be forfeited as of the Separation Date. The Company will reimburse Ms. Cooke for attorneys’ fees and costs incurred in connection with Ms. Cooke’s separation from the Company and negotiation of the Separation Agreement, in an amount equal to $107,480. The Separation Agreement further includes a customary cooperation covenant on behalf of Ms. Cooke for the benefit of the Company and a mutual non-disparagement covenant.

 

2

The foregoing summary and description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

On April 3, 2026, Debra Cotter, Senior Vice President, Associate General Counsel, Corporate – Securities, Mergers and Acquisitions, was appointed Chief Legal Officer and Secretary of the Company, effective upon Ms. Cooke’s departure on April 10, 2026.

Departure of Directors

On April 1, 2026, each of Julie Bornstein and Fallon O’Connor separately notified the Board of their respective decisions to resign as members of the Board, effective immediately. The decision of each of Ms. Bornstein and Ms. O’Connor to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following Ms. Bornstein and Ms. O’Connor’s resignations from the Board and Ms. Comonte’s resignation as the President and Chief Executive Officer of the Company, the Board decreased the size of the Board from seven to four directors.

Additional information about the director and management changes described above is included in the Company’s press release issued on April 3, 2026, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 3, 2026, the Board amended Article II, Section 2.1 of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately, to change the authorized number of directors to be no less than three and no more than 15, with the number of directors to be fixed by resolution adopted by the Board. Article II, Section 2.1 previously provided that the number of directors must be at least five and no more than 15, with the number of directors to be fixed by resolution adopted by the Board.

The foregoing summary and description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the anticipated appointment of Debra Cotter as Chief Legal Officer and Secretary of the Company. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 as well as any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings the Company makes with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Forward-looking statements speak only as of the date the statements are made and are based on information available to the Company at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

 

3

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

   

Description

Exhibit 3.1    Amended and Restated Bylaws
Exhibit 99.1    Press Release dated April 3, 2026.
Exhibit 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

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.

 

      WW INTERNATIONAL, INC.
DATED: April 3, 2026       By:  

/s/ Felicia DellaFortuna

      Name:  

Felicia DellaFortuna

      Title:  

Chief Financial Officer

 

4

Exhibit 99.1

WW Press Release

 

FOR IMMEDIATE RELEASE

Weight Watchers Announces Leadership Transition and Board Updates

Office of the CEO Established to Oversee Business Operations

Board Forms Transition Committee and Commences CEO Search

NEW YORK – April 3, 2026 – WW International, Inc. (Nasdaq: WW) (“Weight Watchers” or the “Company”), the global leader in science-backed weight management, today announced leadership and governance changes, including the establishment of an Office of the CEO and the formation of a new Transition Committee of the Board of Directors (“the Board”). These actions follow Tara Comonte’s departure from the Company, effective March 31, 2026.

The Company’s Board of Directors has initiated a comprehensive search for a permanent successor with the support of a leading executive search firm. During the transition period, the Office of the CEO will oversee business operations and execution of the Company’s strategy. The Office of the CEO comprises Felicia DellaFortuna, Chief Financial Officer, and Jon Volkmann, Chief Operations Officer. In addition, the Board is in conversations to appoint an interim CEO who will lead the Office of the CEO. In parallel, the Board has formed a Transition Committee to oversee the Office of the CEO, conduct the CEO search process and advance ongoing board refreshment and governance matters. The Transition Committee includes Gene Davis, Carney Hawks, Mike Mason and Nikolaj Sjoqvist.

The Board commented, “Over the past year, the Company has strengthened its financial foundation, advanced its strategic transformation and positioned itself for long-term growth. We have a trusted brand, a highly engaged, loyal member base and a strong leadership team with broad expertise across clinical care, technology, marketing and operations. While we remain confident in our strategy and long-term prospects, there is more work to be done, and the Board looks forward to collaborating with the Office of the CEO and management team to position Weight Watchers as the premier global destination for weight health. We will work diligently to identify a leader with the experience and capabilities necessary to guide the Company in its next phase.”

Separately, the Company announced that Debra Cotter has been appointed chief legal officer and secretary following the planned departure of Jacqueline Cooke as chief legal and administrative officer and secretary, effective April 10, 2026.

The Board commented, “We congratulate Debra on this well-deserved promotion and appreciate her dedication during this important time for Weight Watchers.”

Board Update

The Company also announced the resignations of Julie Bornstein and Fallon O’Connor as directors on the Board. Ms. Bornstein and Ms. O’Connor’s departures were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

As part of its ongoing focus on strong governance, the Board Transition Committee will oversee the evaluation of future board composition in alignment with the Company’s evolving needs.

Additional Information Regarding the Executive Transition

The Company noted that Ms. Comonte’s departure was effective on the day that her employment agreement with the Company was scheduled to expire.

First Quarter 2026 Estimates and Full Year 2026 Financial Guidance

In connection with today’s announcement, Weight Watchers reaffirmed its first quarter 2026 end of period subscriber estimates and full year 2026 financial guidance as previously provided on March 16, 2026, in conjunction with the Company’s fourth quarter and full year 2025 results.

About Weight Watchers

Weight Watchers is the global leader in science-backed weight management, offering an integrated support system built for the GLP-1 era that combines scientific expertise, medication, cutting-edge technology, and human connection. With more than 60 years of experience, Weight Watchers is the most studied commercial weight management program in the world, delivered through its No. 1 U.S. doctor-recommended weight-loss program. Its holistic, personalized approach also includes U.S.-based clinical interventions and access to GLP-1 medications when clinically appropriate, and a global network of coaches and community support. Since 1963, the company has led with science to deliver its members the personalized support they need to reach and sustain their goals. Members can access these solutions directly, or through Weight Watchers for Business’ full-spectrum platform for employers, health plans, and payers. In a landscape crowded with contradictory advice, isolating apps, and one-size-fits-all solutions, Weight Watchers offers a proven path forward that is rooted in research, grounded in empathy and designed to help every member feel better in their body and live a longer, healthier life. For more information, visit weightwatchers.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,”

“forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 as well as any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings the Company makes with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Forward-looking statements speak only as of the date the statements are made and are based on information available to the Company at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

For investor inquiries, please contact:

John Mills or Anna Kate Heller

WeightWatchers@icrinc.com

For media inquiries, please contact:

Lizzy Levitan

WW@hunt-gather.com

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did WW (WW) announce in this 8-K?

WW International reported that CEO Tara Comonte resigned effective March 31, 2026. The company created an Interim Office of the CEO led by CFO Felicia DellaFortuna and COO Jonathan Volkmann while the board conducts a search for a permanent successor with an executive search firm.

How is WW (WW) handling the transition after the CEO’s departure?

WW formed an Interim Office of the CEO to oversee operations and strategy during the transition, and established a board Transition Committee. The committee will supervise the Office of the CEO, run the CEO search process, and address ongoing board refreshment and broader governance matters.

What are the key terms of Jacqueline Cooke’s separation from WW (WW)?

Departing chief legal and administrative officer Jacqueline Cooke will receive a $1,500,000 cash separation payment in two installments, up to 36 months of employer-paid health insurance premiums, and $107,480 in reimbursed attorneys’ fees, while her equity and cash awards under the 2025 Stock Incentive Plan are forfeited.

Which board members resigned from WW (WW) and why?

Directors Julie Bornstein and Fallon O’Connor resigned from the board effective April 1, 2026. The company stated their decisions were not due to any disagreement regarding operations, policies, or practices. Following their departures, the board reduced its size from seven to four directors.

How did WW (WW) amend its bylaws regarding board size?

The board amended Article II, Section 2.1 of the bylaws so the authorized number of directors can now be no fewer than three and no more than 15. Previously, the minimum was five directors. The exact number will continue to be set by board resolution from time to time.

Did WW (WW) change its financial outlook in connection with these governance updates?

In its press release, Weight Watchers reaffirmed its first quarter 2026 end-of-period subscriber estimates and its full year 2026 financial guidance. These targets were originally provided on March 16, 2026, alongside fourth quarter and full year 2025 financial results, and remain unchanged after the leadership transition.

Filing Exhibits & Attachments

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Press Releases

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