| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 19, 2026, the Board of Directors (the “Board”) of WW International, Inc. (the “Company”) unanimously elected Heather Thiltgen as a director of the Company, effective April 20, 2026, to serve until the Company’s 2026 annual meeting of shareholders. Ms. Thiltgen is expected to stand for election at the Company’s 2026 annual meeting of shareholders. There were no arrangements or understandings pursuant to which Ms. Thiltgen was elected as a director, and there are no related party transactions between the Company and Ms. Thiltgen reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Thiltgen qualifies as an “independent director” under Nasdaq listing standards. Concurrent with her appointment as a director of the Company, Ms. Thiltgen was also appointed as a member of the Board’s Compensation and Benefits Committee.
Ms. Thiltgen will receive the Company’s standard compensation program provided to the Company’s non-employee directors for service on the Board, currently consisting of an annual cash retainer of $90,000, payable quarterly, and an additional annual cash retainer of $12,500 for membership on the Board’s Compensation and Benefits Committee, payable quarterly. Such amounts shall be prorated with respect to fiscal 2026 based on Ms. Thiltgen’s time of service on the Board and its committees during fiscal 2026. In addition, subject to her election at the 2026 annual meeting of shareholders, Ms. Thiltgen will be eligible to receive an annual equity grant of restricted stock units with a target grant date value of $135,000, which will be granted on the first trading day of the Company’s open trading window following the date of the annual meeting of the Company’s shareholders for fiscal 2026.
In connection with the appointment of Ms. Thiltgen, the Board approved an increase in the size of the Board to six members.
| Item 7.01. |
Regulation FD Disclosure. |
A copy of the Company’s press release announcing the election of Ms. Thiltgen to the Board has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 election of Heather Thiltgen as a member of the Board. 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, 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.
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