DEF 14A

Target Compensation Mix

Other NEOs⁽²⁾

Description

Benefits and Perquisites

Enable financial and physical wellness, increase tenure and facilitate performance

• Welfare and other indirect benefits generally align with programs offered to other salaried WW employees, including health care coverage, life and disability insurance protection, reimbursement for educational expenses, wellness allowance and access to group insurance coverage

• Retirement benefits including 401(k) (or local equivalent) aligned with offerings for other salaried employees

• Market competitive perquisites

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

WW INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

Corporate Website: corporate.ww.com

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 9, 2024

The 2024 Annual Meeting of Shareholders of WW International, Inc. (the “Company”) will be held on Thursday, May 9, 2024 at 10:00 a.m. Eastern Time (the “2024 Annual Meeting”). The 2024 Annual Meeting will be a virtual meeting of shareholders. You will not be able to physically attend the 2024 Annual Meeting. You will be able to attend the 2024 Annual Meeting via live audio webcast by visiting meetnow.global/MWDCKGS, as well as vote your shares electronically and submit your questions electronically during the meeting. To attend and participate in the virtual 2024 Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must have your 15-Digit Control Number assigned by Computershare Trust Company, N.A., the Company’s transfer agent. Instructions for how to obtain such 15-Digit Control Number are provided in the attached Proxy Statement.

The 2024 Annual Meeting will be held to consider and act upon each of the following matters:

The election of the two nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a three-year term as Class II directors;

The election of the two nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a two-year term as Class I directors;

The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024;

The 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;

The approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to delete various provisions related to the Company’s former controlling shareholder that are no longer applicable;

The advisory vote to approve named executive officer compensation; and

Such other business as may properly come before the meeting and any and all adjournments or postponements thereof.

These items of business are more fully described in the attached Proxy Statement. Only shareholders of record at the close of business on March 20, 2024, the record date, are entitled to notice of, and to vote at, the 2024 Annual Meeting and at any and all adjournments or postponements of the 2024 Annual Meeting.

By Order of the Board of Directors

LOGO

Jacqueline Cooke

General Counsel and Secretary

New York, New York

April 4, 2024

WHETHER OR NOT YOU EXPECT TO ATTEND THE 2024 ANNUAL MEETING OF SHAREHOLDERS VIA WEBCAST, PLEASE VOTE BY USING THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS IN THE ATTACHED PROXY STATEMENT AND ON THE ENCLOSED PROXY CARD OR COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 9, 2024

The Board of Directors of WW International, Inc. is soliciting proxies for the company’s 2024 Annual Meeting of Shareholders to be held virtually via live audio webcast at meetnow.global/MWDCKGS on Thursday, May 9, 2024, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 2024 Annual Meeting of Shareholders, and at any and all adjournments or postponements thereof. It is anticipated that this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 4, 2024.

TABLE OF CONTENTS


	Page
INFORMATION ABOUT THE 2024 ANNUAL MEETING OF SHAREHOLDERS AND VOTING		1
Who is entitled to vote?		1
What is the difference between holding shares as a shareholder of record and as a beneficial owner?		1
Why is the 2024 Annual Meeting being held via live audio webcast?		1
How do I participate in the virtual meeting?		1
What if I need technical support prior to or during the 2024 Annual Meeting?		2
Will I be able to participate in the virtual meeting on the same basis I would be able to participate in a live annual meeting?		2
If I am a shareholder of record, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote?		2
If I am a beneficial owner of shares held in street name, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote?		3
Why is there information regarding the Internet availability of proxy materials?		3
How can I get access to the proxy materials over the Internet?		3
What happens if I do not give specific voting instructions?		4
How can I revoke my proxy or change my vote?		4
How many shares must be present or represented to constitute a quorum for the 2024 Annual Meeting?		4
What is the voting requirement to approve each of the proposals?		4
How does the Board of Directors recommend that I vote?		5
How are votes counted?		5
Who will bear the cost of soliciting votes for the 2024 Annual Meeting?		6
How can interested parties communicate with the Board of Directors?		6
When do we anticipate mailing the proxy materials to shareholders?		6
PROPOSAL 1 ELECTION OF CLASS II DIRECTORS		7
PROPOSAL 2 ELECTION OF CLASS I DIRECTORS		7
PROPOSAL 3 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		9
PROPOSAL 4 AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS		10
PROPOSAL 5 AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO DELETE VARIOUS PROVISIONS RELATED TO THE COMPANY’S FORMER CONTROLLING SHAREHOLDER THAT ARE NO LONGER APPLICABLE		12
PROPOSAL 6 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		14
CORPORATE GOVERNANCE		15
Board of Directors and Committees		15
Board of Directors		15
Corporate Governance Guidelines		15
Committees of the Board of Directors		15
Board Structure		18
Oversight of Risk Management		19
Compensation Committee Interlocks and Insider Participation		20
Identifying and Evaluating Nominees for Directors		20
Procedures for Submitting Director Recommendations and Nominations		21


	Page
Director Independence		21
Code of Business Conduct and Ethics		22
Executive Sessions of Non-Management and Independent Directors		22
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS		23
Director Qualifications and Diversity		26
Arrangements and Understandings		28
PRINCIPAL ACCOUNTANT FEES AND SERVICES		29
Audit Fees		29
Audit-Related Fees		29
Tax Fees		29
All Other Fees		29
Principal Accountant Fees and Services		29
AUDIT COMMITTEE REPORT		30
COMPENSATION COMMITTEE REPORT		31
COMPENSATION DISCUSSION AND ANALYSIS		32
SUMMARY COMPENSATION TABLE		50
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023		52
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END		54
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023		56
PENSION BENEFITS		56
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023		57
POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL		58
Payments Made Upon Termination		58
Payments Made Upon Retirement		61
Payments Made Upon Death or Long-Term Disability		61
Payments Made Upon a Change of Control		62
Change in Control Impact on Named Executive Officers		65
PAY RATIO DISCLOSURE		68
PAY VERSUS PERFORMANCE DISCLOSURE		69
Description of Relationships Between Pay and Performance		71
Tabular List of Financial Performance Measures		72
HUMAN CAPITAL MANAGEMENT		74
DIRECTOR COMPENSATION		75
Cash and Stock Compensation Paid to Directors		75
Director Compensation Policy		75
Cash Compensation Paid to Directors Serving on Committees of the Board of Directors		76
Director Deferred Compensation Program		76
Stock Ownership Guidelines and Transfer Exemption		76
Director Summary Compensation Table		76
SECURITY OWNERSHIP OF WW		79
TRANSACTIONS WITH RELATED PERSONS AND CERTAIN CONTROL PERSONS		82
Review, Approval or Ratification of Related Person Transactions		82
Transactions with Related Persons		82
OTHER MATTERS		86
Other Matters		86
Procedures for Submitting Shareholder Proposals		86
Shareholders of Record with Multiple Accounts		86
Annual Report and Other Corporate Documents		87

BASIS OF PRESENTATION

WW International, Inc. is a Virginia corporation with its principal executive offices in New York, New York. In this Proxy Statement, unless the context indicates otherwise, “we”, “us”, “our”, “WW,” and the “Company” refer to WW International, Inc. and all of its operations consolidated for purposes of its financial statements; and “Artal” refers to Artal Group S.A. together with its parents and its subsidiaries. “End of Period Subscribers” is the total number of subscribers to our products and offerings, including commitment plan subscribers and subscribers to WeightWatchers Clinic, at a period end. Our fiscal year ends on the Saturday closest to December 31^st and consists of either 52- or 53-week periods. In this Proxy Statement:

•

“fiscal 2018” refers to our fiscal year ended December 29, 2018;

•

“fiscal 2019” refers to our fiscal year ended December 28, 2019;

•

“fiscal 2020” refers to our fiscal year ended January 2, 2021 (included a 53^rd week);

•

“fiscal 2021” refers to our fiscal year ended January 1, 2022;

•

“fiscal 2022” refers to our fiscal year ended December 31, 2022;

•

“fiscal 2023” refers to our fiscal year ended December 30, 2023; and

•

“fiscal 2024” refers to our fiscal year ended December 28, 2024.

iii

INFORMATION ABOUT THE 2024 ANNUAL MEETING OF SHAREHOLDERS AND VOTING

The Board of Directors of WW International, Inc. is soliciting proxies for the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) to be held virtually via live audio webcast at meetnow.global/MWDCKGS on Thursday, May 9, 2024, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 2024 Annual Meeting, and at any and all adjournments or postponements thereof. It is anticipated that this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 4, 2024.

Who is entitled to vote?

As of the close of business on March 20, 2024 (such date and time, the “Record Date”), there were 79,204,682 shares of common stock, no par value per share, of the Company (the “Common Stock”) outstanding. If you are a shareholder of record or a beneficial owner of Common Stock on the Record Date, you are entitled to receive notice of and to vote at the 2024 Annual Meeting and at any and all adjournments or postponements of the 2024 Annual Meeting. You are entitled to one vote for each share of Common Stock you hold as a shareholder of record or as beneficial owner for each matter presented for vote at the 2024 Annual Meeting.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by or on behalf of the Company. As the shareholder of record, you have the right to grant your proxy to the persons named in the enclosed proxy card or to vote electronically during the 2024 Annual Meeting. The Company has enclosed a proxy card for you to use.

If your shares are held in a bank, brokerage or trustee account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded by a bank, broker, trustee or other nominee to you together with a voting instruction form.

Why is the 2024 Annual Meeting being held via live audio webcast?

The 2024 Annual Meeting will be conducted in an online, virtual format. We are pleased to continue to use the virtual meeting format to facilitate shareholder attendance, voting and questions, and provide cost savings for our shareholders and the Company, by leveraging technology to communicate more effectively and efficiently with our shareholders. This format allows shareholders to participate fully from any location without the cost of travel and will provide the same rights and advantages of a physical meeting. Shareholders will be able to ask questions electronically during the meeting, providing our shareholders with the opportunity for meaningful engagement with the Company.

How do I participate in the virtual meeting?

In order to participate in the 2024 Annual Meeting, you must be a shareholder of record or a beneficial owner of Common Stock on the Record Date. If you are a beneficial owner and hold your shares through an intermediary, such as a bank, brokerage or trustee account or by another nominee, and want to participate in the 2024 Annual Meeting, you must register in advance following the instructions below under “If I am a beneficial owner of shares held in street name, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote?”. Participants may access the 2024 Annual Meeting by visiting meetnow.global/MWDCKGS. To participate in the meeting, you must have your 15-Digit Control Number assigned by Computershare. See below for additional information on how to access such control number. You also will be able to vote your shares electronically when attending the 2024 Annual Meeting via webcast subject to any instructions that you received

from your bank, broker, trustee or other nominee. You will be able to submit questions during the meeting by clicking on the “Q&A” text bubble located on the top right-hand side of the meeting center webpage. We intend to answer all questions submitted that are pertinent to the Company and the items being voted on by shareholders during the 2024 Annual Meeting as time permits and in accordance with our meeting procedures. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product or service innovations, are not pertinent to meeting matters and therefore will not be answered. Substantially similar questions will be answered only once due to time constraints.

Should you require assistance accessing the meeting center webpage or during the meeting, call 1-888-724-2416 (U.S.) or 781-575-2748 (International). For additional information on how to participate in the 2024 Annual Meeting, review the information included on your proxy card or the instructions that you received from your bank, broker, trustee or other nominee. You may also obtain information regarding how to access and participate in the 2024 Annual Meeting by contacting our investor relations representative at (212) 601-7569.

The 2024 Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting center webpage prior to the start time in order to leave ample time to check in. Please follow the instructions as outlined in this Proxy Statement, which also contains information about the items shareholders will vote on at the 2024 Annual Meeting.

What if I need technical support prior to or during the 2024 Annual Meeting?

The virtual 2024 Annual Meeting platform is fully supported across browsers (except Internet Explorer) and devices (desktops, laptops, tablets and cell phones) that are equipped with the most up-to-date version of applicable software and plugins. You should ensure that you have a strong WiFi connection wherever you intend to participate in the virtual meeting. Should you need further assistance, you may call 1-888-724-2416 (U.S.) or 781-575-2748 (International) prior to or during the 2024 Annual Meeting.

Will I be able to participate in the virtual meeting on the same basis I would be able to participate in a live annual meeting?

The virtual meeting format for the 2024 Annual Meeting will enable full and equal participation by all our shareholders from any place in the world. We designed the format of the virtual meeting to ensure that our shareholders who attend our 2024 Annual Meeting via webcast will be afforded the same rights and opportunities to participate as they would at an in-person meeting. To ensure such an experience, we will (i) provide shareholders with the ability to submit appropriate questions real-time via the meeting center webpage, limiting questions to three per shareholder unless time otherwise permits and (ii) answer as many questions submitted in accordance with the meeting rules of procedure as possible in the time allotted for the meeting without discrimination.

If I am a shareholder of record, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote?

As a shareholder of record (i.e., you hold your shares through our transfer agent, Computershare), you may vote the shares held in your name.

If you do not wish to participate in the 2024 Annual Meeting via webcast, you may vote in advance as follows:

1. Over the Internet: go to www.investorvote.com/WW;

2. By telephone: call 1-800-652-VOTE (8683) (toll-free within the United States, U.S. territories and Canada); or

3. By mail: complete, sign and date and promptly mail the enclosed proxy card in the enclosed envelope (postage-prepaid for mailing in the United States).

If you wish to vote electronically while attending the 2024 Annual Meeting via webcast, you may vote while the polls remain open, at meetnow.global/MWDCKGS. You will need the 15-Digit Control Number assigned by Computershare that is included on your proxy card in order to be able to attend and vote electronically during the 2024 Annual Meeting.

Even if you plan to attend the 2024 Annual Meeting via webcast, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2024 Annual Meeting.

If I am a beneficial owner of shares held in street name, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote?

As a beneficial owner of shares, you have the right to direct your bank, broker, trustee or other nominee how to vote your shares.

If you do not wish to participate in the 2024 Annual Meeting via webcast, you may vote by providing voting instructions to your bank, broker, trustee or other nominee. Subject to and in accordance with the instructions provided by your bank, broker, trustee or other nominee, you may vote in one of the following manners: over the Internet, by telephone or by mail.

Beneficial owners of shares may also vote electronically while attending the 2024 Annual Meeting via webcast, while the polls remain open, at meetnow.global/MWDCKGS. Since a beneficial owner is not the shareholder of record, you may not attend and vote your shares at the 2024 Annual Meeting unless you (i) obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares giving you the right to vote the shares at the 2024 Annual Meeting and (ii) register with Computershare by submitting such legal proxy to Computershare as directed below and receiving a 15-Digit Control Number assigned by Computershare. Such legal proxy must reflect your holdings of Common Stock along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on May 6, 2024. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare as follows:

1. By email: Forward the email from your bank, broker, trustee or other nominee containing your legal proxy, or attach an image of your legal proxy, to legalproxy@computershare.com; or

2. By mail: Mail your legal proxy to Computershare, WW International, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001.

Your bank, broker, trustee or other nominee will also send you separate instructions describing additional procedures, if any, for voting your shares electronically during the 2024 Annual Meeting.

Why is there information regarding the Internet availability of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we provide access to our proxy materials over the Internet.

How can I get access to the proxy materials over the Internet?

You can view our proxy materials for the 2024 Annual Meeting on the Internet on our corporate website at corporate.ww.com/MNA.

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors, or if you sign and return the enclosed proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2024 Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. We encourage you to provide voting instructions to the organization that holds your shares. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform our Inspector of Election that it does not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker non-vote”. Proposal 3 (Ratification of the Selection of Independent Registered Public Accounting Firm) and Proposal 5 (Amendment to the Company’s Amended and Restated Articles of Incorporation to Delete Various Provisions Related to the Company’s Former Controlling Shareholder That Are No Longer Applicable) are considered routine matters, while Proposal 1 (Election of Class II Directors), Proposal 2 (Election of Class I Directors), Proposal 4 (Amendment to the Company’s Amended and Restated Articles of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors) and Proposal 6 (Advisory Vote to Approve Named Executive Officer Compensation) are considered non-routine matters.

How can I revoke my proxy or change my vote?

You may revoke your proxy or change your voting instructions before the proposals are voted on at the 2024 Annual Meeting as follows:

Shareholders of Record. If you are a shareholder of record, by (a) voting on the Internet or by telephone (only your latest Internet or telephone proxy submitted will be counted), (b) timely delivering a written revocation or a valid, later-dated proxy to the Corporate Secretary of the Company at the address of the Company’s corporate headquarters, or (c) virtually attending the 2024 Annual Meeting and voting electronically prior to the polls being closed (virtual attendance at the 2024 Annual Meeting will not itself revoke a proxy).

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name, by submitting new voting instructions by contacting your bank, broker, trustee or other nominee, or as otherwise provided in the instructions provided to you by your bank, broker, trustee or other nominee.

How many shares must be present or represented to constitute a quorum for the 2024 Annual Meeting?

The presence, in person or represented by proxy, of a majority of the outstanding shares of the Common Stock entitled to vote at the 2024 Annual Meeting constitutes a quorum. A quorum is necessary in order to conduct business at the 2024 Annual Meeting. Abstentions, withheld votes in the election of directors and broker shares that include broker non-votes that are present and entitled to vote are counted for purposes of determining a quorum. If a quorum is not present, the Company expects that the 2024 Annual Meeting will be rescheduled for a later date.

What is the voting requirement to approve each of the proposals?

Proposals 1 and 2—Election of Class II and Class I Directors. Directors are elected by a plurality of the votes cast at the 2024 Annual Meeting. Neither an abstention, a withhold vote nor a broker non-vote will affect the outcome of the election of directors.

Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as our independent registered public accounting firm for fiscal 2024 will be ratified if the votes cast at the 2024 Annual Meeting “for” ratification exceed the number of votes cast “against” ratification. Abstentions will have no effect on this proposal. As described above, this proposal is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

Proposal 4—Amendment to the Company’s Amended and Restated Articles of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors. The approval of the amendment to the Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors requires the affirmative vote of a majority of the votes entitled to be cast by the outstanding shares of Common Stock. Abstentions and broker-non votes will have the same effect as a vote “against” this proposal.

Proposal 5—Amendment to the Company’s Amended and Restated Articles of Incorporation to Delete Various Provisions Related to the Company’s Former Controlling Shareholder That Are No Longer Applicable. The approval of the amendment to the Amended and Restated Articles of Incorporation to delete various provisions related to our former controlling shareholder that are no longer applicable requires the affirmative vote of at least 80% of the votes entitled to be cast by the outstanding shares of Common Stock. Abstentions will have the same effect as a vote “against” this proposal. As described above, this proposal is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

Proposal 6—Advisory Vote to Approve Named Executive Officer Compensation. The advisory approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules requires that the votes cast at the 2024 Annual Meeting “for” this proposal exceed the number of votes cast “against” this proposal. Neither an abstention nor a broker non-vote will affect the outcome of the vote on this proposal.

Other Matters. Any other matters that may properly come before the 2024 Annual Meeting will generally require that the votes cast “for” must exceed the votes cast “against”. If any other matter not discussed in this Proxy Statement properly comes before the 2024 Annual Meeting upon which a vote may be taken, shares represented by all proxies received by the Company will be voted on that matter in accordance with the discretion of the persons named as proxies.

Proposals 3 and 6 are advisory votes and not binding on the Company.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares “FOR” the election of each of the director nominees to the Board of Directors (Proposal 1 and Proposal 2); “FOR” the ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2024 (Proposal 3); “FOR” the 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 (Proposal 4); “FOR” the approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to delete various provisions related to our former controlling shareholder that are no longer applicable (Proposal 5); and “FOR” the advisory approval of the compensation of our named executive officers (Proposal 6).

How are votes counted?

Representatives of the Company’s transfer agent, Computershare, will tabulate the vote and act as Inspector of Election. The vote will be certified by the Company’s Inspector of Election. Except as necessary to meet legal requirements, proxies and ballots that identify the vote of individual shareholders will be kept confidential in cases where shareholders write comments on their proxy cards or in a contested proxy solicitation. During the proxy solicitation period, the Company will receive vote tallies from time to time from the Inspector of Election, but such tallies will provide aggregate figures rather than names of shareholders.

Who will bear the cost of soliciting votes for the 2024 Annual Meeting?

The Company will bear the entire cost of this proxy solicitation, including the preparation, printing and mailing of this Proxy Statement, the proxy card and any additional soliciting materials sent by the Company to shareholders. The Company will reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred by them in forwarding proxy-soliciting materials to such beneficial owners. In addition to solicitations by mail, certain of the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies on the Company’s behalf by telephone, email, facsimile or personal interviews.

How can interested parties communicate with the Board of Directors?

Any interested person who wants to communicate with the Board of Directors or any individual director can write to them at WW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6^th Floor, New York, New York 10010. In any such communication, such person may also designate a particular audience, including the Chairman of the Board of Directors, a committee of the Board of Directors, such as the Audit Committee, the non-management directors as a group, or the director designated to preside over the meetings of the non-management directors. Depending on the subject matter, our Corporate Secretary or her designee will: (i) forward the communication to the director or directors to whom it is addressed; (ii) attempt to handle the inquiry directly, for example when the request is for information about the Company or is a stock-related matter; or (iii) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each Board of Directors meeting, a member of management will present a summary of communications, if any, received since the last meeting that were not forwarded to the director or directors to whom they were addressed, other than communications that were primarily commercial in nature or related to improper or irrelevant topics, and shall make those communications available to the Board of Directors upon request.

Our Board of Directors encourages interested persons who want to communicate directly with our independent directors as a group to do so by writing to the independent directors in care of our Corporate Secretary. Interested persons can send communications by mail to: WW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6^th Floor, New York, New York 10010. Such correspondence received addressed to our independent directors will be reviewed by our Corporate Secretary or her designee, who will regularly forward to our independent directors all correspondence that, in the opinion of our Corporate Secretary, deals with the functions of the Board of Directors or committees thereof or that our Corporate Secretary otherwise determines requires their attention. Our independent directors may at any time request copies of any such correspondence.

When do we anticipate mailing the proxy materials to shareholders?

It is anticipated that this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 4, 2024.

Important Notice Regarding the Availability of Proxy Materials

for the 2024 Annual Meeting of Shareholders to be held on May 9, 2024

This Proxy Statement and the Annual Report to Shareholders are available at corporate.ww.com/MNA.

PROPOSALS 1 AND 2

ELECTION OF CLASS II AND CLASS I DIRECTORS

Our Board of Directors is currently divided into three classes, with members of each class holding office for staggered three-year terms (in all cases subject to the election and qualification of their successors or until the earlier of their resignation, removal, retirement, disqualification or death). The following individuals are our current directors and serve for the terms indicated:

Class II Directors (term expiring in 2024)

Denis F. Kelly

Julie Rice

Oprah Winfrey

Class III Directors (term expiring in 2025)

Steven M. Altschuler, M.D.

Julie Bornstein

Thilo Semmelbauer

Sima Sistani

Class I Directors (term expiring in 2026)

Tracey D. Brown

Tara Comonte*

William H. Shrank, M.D.*

*	Under the Director Vacancy Law (as described below), the terms of Tara Comonte and William H. Shrank, M.D. expire at the 2024 Annual Meeting.

As previously disclosed, Ms. Winfrey will not be standing for re-election at the 2024 Annual Meeting. Immediately following the 2024 Annual Meeting, the size of the Board of Directors will be reduced from ten members to nine.

The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), has nominated for election at the 2024 Annual Meeting as Class II directors, to serve until the 2027 annual meeting of shareholders and until their successors have been duly elected and qualified or their earlier resignation, removal, retirement, disqualification or death, the following slate of two nominees: Denis F. Kelly and Julie Rice. Each of the Class II director nominees is currently serving as a director of the Company and was previously elected as a director by the Company’s shareholders.

Tara Comonte is currently serving as a Class I director of the Company, having been elected as a director by the Board of Directors effective June 1, 2023 to serve the remainder of the term of Christopher J. Sobecki, who resigned as a director of the Company effective May 31, 2023. Dr. William H. Shrank is currently serving as a Class I director of the Company, having been elected as a director by the Board of Directors effective August 5, 2023 to serve the remainder of the term of Jennifer Dulski, who resigned as a director of the Company effective August 4, 2023. Under Virginia law, the term of a director elected by the Board of Directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected (the “Director Vacancy Law”). As a result, the Board of Directors, upon the recommendation of the NCG Committee, has nominated Ms. Comonte and Dr. Shrank for election at the 2024 Annual Meeting as Class I directors, to serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified or their respective earlier resignation, removal, retirement, disqualification or death.

Unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy card to that effect, the persons named as proxies in the enclosed proxy card will, upon receipt of a properly executed

proxy card, vote to elect each of the nominees for the term described above. The Board of Directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of such substitutes as the Board of Directors may designate.

Background Information on Nominees

Background information about each of the director nominees can be found under “Information about our Executive Officers and Directors”.

The Board of Directors recommends that you vote “FOR” the election of each of the director

nominees.

PROPOSAL 3

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors (the “Audit Committee”) has selected PricewaterhouseCoopers to serve as the Company’s independent registered public accounting firm for fiscal 2024. A representative of PricewaterhouseCoopers is expected to be present at the 2024 Annual Meeting, will have the opportunity to make a statement if she desires to do so and is expected to be available to respond to appropriate questions.

Ratification by the shareholders of the selection of the independent registered public accounting firm is not required, but the Board of Directors believes that it is desirable to submit this matter to the shareholders. If the selection of PricewaterhouseCoopers is not ratified at the 2024 Annual Meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment.

The Board of Directors recommends that you vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024.

PROPOSAL 4

AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS

On March 13, 2024, our Board of Directors, upon the recommendation of the NCG Committee, unanimously approved, subject to shareholder approval, and recommended to our shareholders that they approve, an amendment to our Amended and Restated Articles of Incorporation (the “Articles”) to adopt a majority voting standard in uncontested elections of directors.

Current Plurality Vote Standard

Our Articles currently provide that our directors shall be elected by a plurality of the votes cast by shares entitled to vote in the election of directors at a meeting at which a quorum is present, which is the default voting standard under Virginia law. Under the plurality vote standard, the director nominees who receive the highest number of votes cast are elected as directors until all available board seats are filled. In an uncontested election of directors, where the number of director nominees and available board seats are equal, every director nominee is elected so long as they receive any “FOR” votes. As a result, a director may be elected without receiving a majority of votes cast “FOR” his or her election and even if the number of votes withheld exceeds the number of “FOR” votes.

Rationale for Adoption of Majority Vote Standard

During fiscal 2022 and 2023, we held discussions with a number of our largest institutional shareholders. The topics discussed included, among other things, views regarding prudent corporate governance and governance structure. Certain of these shareholders expressed a preference that the Company adopt a majority voting standard for the election of directors, consistent with the voting standard adopted by a majority of S&P 500 companies. As a part of the Board of Directors’ and NCG Committee’s ongoing review of our corporate governance practices and as a result of the aforementioned engagement with our shareholders, our Board of Directors believes that it is in the best interest of our Company and our shareholders to implement a majority vote standard in uncontested director elections, which the Board of Directors believes will enhance the Board of Directors’ accountability to our shareholders.

Accordingly, the Company is proposing to amend the Articles to provide that at any uncontested election of directors, each director nominee of the Company shall be elected by the vote of a majority of the votes cast by shares entitled to vote in the election of directors at a meeting at which a quorum is present. For these purposes, a majority of the votes cast means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee.

Consistent with the practice of most companies that adopt a majority vote standard in uncontested elections of directors, the Company will retain a plurality vote standard in contested elections of directors. In a contested election of directors, where there are more director nominees than the number of board seats open for election, the dispersion of votes among the various director nominees may make it difficult, if not impossible, for a director nominee to receive a majority of votes cast regardless of whether such director nominee is supported by our Board of Directors or a third party. As a result, fewer candidates could be elected to the Board of Directors than the number of authorized board seats, which would be disruptive to the ability of the Board of Directors to perform its duties to the Company and shareholders.

Resignation Policy

Many companies that have adopted a majority vote standard for uncontested elections of directors have also supplemented the majority vote standard with a resignation requirement for directors who do not achieve the

required majority vote. The resignation requirement ensures that a board can evaluate the circumstances relating to the vote and easily replace the director in question by accepting the resignation. Our Board of Directors has approved, subject to shareholder approval of this proposal to adopt a majority voting standard in uncontested elections of directors, the addition of a resignation policy to the Company’s Corporate Governance Guidelines whereby a director nominee who does not receive the requisite majority vote will be required to promptly offer such director nominee’s resignation to the Chairman of the Board of Directors or the Secretary of the Company following certification of the shareholder vote. The NCG Committee will promptly consider the resignation submitted by such director nominee and will recommend to the Board of Directors what action it believes should be taken in response to the offered resignation, considering what the committee and the Board of Directors believe is in the best interests of the Company and its shareholders.

Proposed Majority Vote Standard

Shareholders are being asked at the 2024 Annual Meeting to approve an amendment to our Articles to replace the plurality voting standard with a majority voting standard for uncontested elections of directors. The adoption of the majority vote standard in uncontested elections of directors requires an amendment to Section 1 of Article V of our Articles. If the amendment is approved by our shareholders, the Company intends to file articles of restatement containing the amendment with the Virginia State Corporation Commission (the “SCC”). The amendment will become effective upon the issuance of a certificate of restatement by the SCC and will be applicable to any future uncontested election of directors. If approved by our shareholders, Section 1 of Article V of our Articles will be revised as follows (additions are double underscored and deletions are struck through):

Section 1 of Article V

Except as expressly otherwise required in the Articles of Incorporation, to be approved, action on a matter involving (a) an amendment or restatement of the Articles of Incorporation for which the VSCA requires shareholder approval, (b) a plan of merger or share exchange for which the VSCA requires shareholder approval, (c) a sale of assets other than in regular course of business or (d) the dissolution of the Corporation shall be approved by the affirmative vote of a majority of the votes entitled to be cast by the then outstanding Voting Shares, voting together as a single group, unless in submitting any such matter to the shareholders the Board of Directors shall require a greater vote; provided that (a) in an uncontested election of directors, directors shall be elected by a majorityplurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present and (b) in a contested election of directors, directors shall be elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present. For purposes of this Article V, an election of directors is a “contested election” if, as of the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the shareholders of the Corporation, or at any time thereafter, the number of nominees exceeds the number of directors to be elected. For purposes of this Article V, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election).

The Board of Directors recommends that you vote “FOR” the amendment to the Company’s

Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors.

PROPOSAL 5

AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO DELETE VARIOUS PROVISIONS RELATED TO THE COMPANY’S FORMER CONTROLLING SHAREHOLDER THAT ARE NO LONGER APPLICABLE

On March 13, 2024, our Board of Directors, upon the recommendation of the NCG Committee, unanimously approved, subject to shareholder approval, and recommended to our shareholders that they approve, an amendment to our Articles to delete certain obsolete provisions relating to the equity ownership of our former controlling shareholder.

Background

Our Articles currently contain several provisions related to the equity ownership of Artal Luxembourg S.A., our former controlling shareholder (the “Former Shareholder”). These provisions:

•

Permit our shareholders to remove directors with or without cause, at any time the Former Shareholder owns a majority of the then outstanding shares of our Common Stock;

•

Permit our shareholders to amend, alter, change or repeal any provision in Article IV, Sections 2 or 3 of Article V or Section 1 of Article VII of our Articles by the affirmative vote of a majority of the votes cast, at any time the Former Shareholder owns a majority of the then outstanding shares of our Common Stock; and

•

Permit our Former Shareholder to call a special meeting of shareholders at any time the Former Shareholder owns at least 20% of the then outstanding shares of our Common Stock.

These provisions, which we refer to as the “Former Shareholder provisions,” detail certain rights, privileges and protections of the Former Shareholder, and are no longer applicable, since the Former Shareholder no longer beneficially owns any shares of our Common Stock. In addition, the Board of Directors believes the current provisions related to the Former Shareholder are potentially confusing and should be removed.

No Impact on Shareholder Rights

Removing the Former Shareholder provisions from the Company’s Articles will have no effect on the rights of shareholders. If the proposed amendment is approved by the Company’s shareholders, then the Company will be enabled to remove potentially confusing provisions and unnecessary references from our Articles that no longer have any effect.

Proposed Amendment

Shareholders are being asked at the 2024 Annual Meeting to approve an amendment to our Articles to remove certain obsolete provisions relating to our Former Shareholder. If the amendment is approved by our shareholders, the Company intends to file articles of restatement containing the amendment with the SCC. The amendment will become effective upon the issuance of a certificate of restatement by the SCC. If approved by our shareholders, Section 2 of Article IV, Section 2 of Article V and Section 1 of Article VII of our Articles will be revised as follows (additions are double underscored and deletions are struck through):

Section 2 of Article IV

2. Subject to the rights of the holders of any Preferred Stock then outstanding, at any time that Artal Luxembourg S.A. (“Artal”) or a Majority Transferee owns a majority of the then outstanding shares of Common Stock, directors may be removed, with or without cause, by the affirmative vote of a majority of the votes entitled to be cast by the then outstanding shares of capital stock of the Corporation that are entitled to vote generally in the election of directors (the “Voting Shares”), voting together as a single voting group. At all other

times, dDirectors may be removed only for cause and only by the affirmative vote of a majority of the votes entitled to be cast by the then outstanding shares of capital stock of the Corporation that are entitled to vote generally in the election of directors (the “Voting Shares”), voting together as a single voting group. For purposes of the Articles of Incorporation, “Majority Transferee” shall mean a transferee from Artal or any other Majority Transferee of a majority of the then outstanding shares of Common Stock that pursuant to an instrument of transfer or related agreement has been granted rights under such provision of the Articles of Incorporation by Artal or such transferring Majority Transferee.

Section 2 of Article V

2. At any time that Artal or a Majority Transferee owns a majority of the then outstanding shares of Common Stock, the affirmative vote of a majority of the votes entitled to be cast by the then outstanding Voting Shares, voting together as a single voting group, shall be required to amend, alter, change or repeal any provision of Article IV, Section 2 or 3 of this Article V or Section 1 of Article VII. At all other times, tThe affirmative vote of at least 80 percent of the votes entitled to be cast by the then outstanding Voting Shares, voting together as a single voting group, shall be required to amend, alter, change or repeal any provision of Article IV, Section 2 or 3 of this Article V or Section 1 of Article VII.

Section 1 of Article VII

1. A special meeting of the shareholders for any purpose or purposes, unless otherwise provided by law, may be called by order of the Chairman of the Board, the President, or the Board of Directors or, at any time that Artal or any Artal Transferee owns at least 20 percent of the then outstanding shares of Common Stock, by Artal or any such Artal Transferee. For purposes of this Section 1, “Artal Transferee” shall mean a transferee from Artal or any other Artal Transferee of at least 20 percent of the then outstanding shares of Common Stock that pursuant to an instrument of transfer or related agreement has been granted rights under this Section 1 by Artal or any Artal Transferee.

The Board of Directors recommends that you vote “FOR” the amendment to the Company’s

Amended and Restated Articles of Incorporation to delete various provisions related to the Former Shareholder that are no longer applicable.

PROPOSAL 6

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

At the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”), our shareholders indicated their preference that we should seek future advisory votes every year on named executive officer compensation. Based on the recommendation of the Board of Directors in the Company’s 2023 proxy statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on named executive officer compensation, the Company determined to hold an advisory vote on named executive officer compensation every year. The next advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers is expected to be held at the Company’s 2029 annual meeting of shareholders.

Accordingly, as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED”.

As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s 2023 executive compensation program was designed to achieve the following key objectives:

•

Attract, motivate and retain exceptionally talented executives critical to the Company’s near- and long-term success.

•

Align executive compensation with performance measures that ensure a strong connection between executive compensation and both (i) Company and individual performance on near- and long-term strategic and financial goals and (ii) creation of shareholder value.

The Compensation and Benefits Committee of the Board of Directors (the “Compensation Committee”) and the Board of Directors believe that the design of the 2023 executive compensation program, and hence the compensation awarded to named executive officers under the program, fulfilled these objectives. The detail of the design and operation of the compensation program as it pertains to our named executive officers is discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement.

While the results of the vote are non-binding and advisory in nature, the Compensation Committee and the Board of Directors intend to review and consider the results of the vote.

The Board of Directors recommends that you vote “FOR” the advisory approval

of the compensation of our named executive officers.

CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

Currently, our Board of Directors is comprised of ten members. As previously disclosed, immediately following the 2024 Annual Meeting, the size of the Board of Directors will be reduced from ten members to nine. The Board of Directors is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual meeting of shareholders. We expect directors to attend and participate in all meetings of the Board of Directors and of the committees of the Board of Directors on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting.

The Board of Directors held seven meetings in fiscal 2023. In fiscal 2023, each incumbent director attended at least 75% of the aggregate number of the meetings of the Board of Directors and of the committees thereof on which he or she served during the period for which he or she was a director or committee member, respectively. We expect directors to attend our annual meetings of shareholders in the absence of a scheduling conflict or other valid reason. Eight then-current directors attended the 2023 Annual Meeting. In addition to attending and participating in meetings of the Board of Directors, the committees thereof and annual meetings of shareholders, the directors communicate with our executive management team to remain informed about the Company’s business and for such other purposes as may be helpful to the Board of Directors in fulfilling its responsibilities.

Set forth below in the section entitled “Information about our Executive Officers and Directors” are the names and certain information with respect to each of our current directors.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that include guidelines for determining director independence and qualifications for directors. The Company’s corporate governance materials, including the Corporate Governance Guidelines and charters of the committees of the Board of Directors, are available on our corporate website at corporate.ww.com/govdocs. The NCG Committee periodically reviews corporate governance developments and recommends to the Board of Directors any amendments that may be appropriate to our Corporate Governance Guidelines and committee charters as warranted.

Committees of the Board of Directors

The standing committees of the Board of Directors consist of the Audit Committee, the Compensation Committee and the NCG Committee. The Board of Directors has determined that a majority of our directors are independent under the applicable listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) and our Corporate Governance Guidelines. For additional details regarding this independence determination, see “—Director Independence”.

Audit Committee

We have an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, the rules and regulations of the SEC, and the listing standards of Nasdaq. The current members of the Audit Committee are Mses. Brown and Comonte and Mr. Kelly. The Chair of the Audit Committee is Mr. Kelly. The Audit Committee held 7 meetings during fiscal 2023.

The principal responsibilities and duties of the Audit Committee include:

•

overseeing that our management has maintained the reliability and integrity of our accounting policies and financial reporting processes, including internal control over financial reporting and disclosure practices and financial statement audits;

•

overseeing that our management has established and maintained processes designed to ensure that an adequate system of internal controls is functioning;

•

overseeing that our management has established and maintained processes designed to ensure our compliance with all applicable laws, regulations and corporate policy;

•

assisting the Board of Directors in its oversight of the quality and integrity of our financial statements;

•

in consultation with our independent registered public accounting firm and management, reviewing and discussing our earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP information and measures) and reviewing and discussing our annual and quarterly financial statements;

•

overseeing the performance of our independent registered public accounting firm and retaining or terminating the independent registered public accounting firm and approving all audit and significant non-audit engagement fees and terms with such registered public accounting firm;

•

reviewing, at least annually, the qualifications, performance and independence of our independent registered public accounting firm;

•

in consultation with our independent registered public accounting firm, management and the internal auditors, reviewing the integrity of our financial reporting processes, both internal and external;

•

reviewing and discussing with our independent registered public accounting firm a draft of the auditor’s report;

•

reviewing periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures (if any), on our financial statements;

•

discussing with management and our independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management, and overseeing our major financial risk exposures, including those related to internal controls and cybersecurity;

•

establishing and maintaining procedures for (i) the receipt, retention and treatment of complaints received by us from any source regarding accounting, internal accounting controls or auditing matters, and (ii) the submission of concerns from our employees on a confidential, anonymous basis regarding questionable accounting or auditing matters;

•

overseeing the procedures designed to implement the Company’s Amended and Restated Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”) to ensure that they are operating effectively; and

•

preparing a periodic performance evaluation of the Audit Committee.

The Audit Committee has the power to investigate any matter of interest or concern that it deems appropriate and to retain counsel for such purpose.

The Board of Directors has determined that Mr. Kelly is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. All members of the Audit Committee must be independent directors based on our Corporate Governance Guidelines and under the listing standards of Nasdaq. Members of the Audit Committee must also satisfy a separate SEC independence requirement pursuant to Rule 10A-3 under the Exchange Act, which provides that they may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors’ compensation and (ii) be an affiliate of the Company or any of its subsidiaries. The Board of Directors has determined that each of the Audit Committee members, Mses. Brown and Comonte and Mr. Kelly, has no material relationship with us and satisfies the independence requirements under our Corporate Governance Guidelines, the listing standards of Nasdaq, and Rule 10A-3 under the Exchange Act. The Audit Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs.

Compensation Committee

The current members of the Compensation Committee are Dr. Altschuler and Mses. Bornstein and Comonte. Each member of the Compensation Committee has been determined to be independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines. The Chair of the Compensation Committee is Ms. Bornstein. The Compensation Committee held 6 meetings during fiscal 2023.

The principal responsibilities and duties of the Compensation Committee include:

•

establishing and reviewing the overall compensation philosophy of the Company;

•

reviewing and approving, or recommending to the Board of Directors, corporate goals and objectives relevant to the Chief Executive Officer’s and other executive officers’ compensation, including annual performance objectives;

•

evaluating the performance of the Chief Executive Officer and other executive officers in light of approved goals and objectives and, based on such evaluation, either reviewing and approving, or recommending to the Board of Directors, the annual salary, bonus, equity-based incentive compensation and other benefits, direct and indirect, of the Chief Executive Officer and other executive officers;

•

approving or recommending to the Board of Directors any employment relationship or transaction involving an executive officer and any related compensation;

•

considering policies and procedures pertaining to expense accounts of senior executives;

•

discussing the results of the shareholder advisory vote on “say-on-pay,” if any, with regard to the named executive officers;

•

reviewing and recommending to the Board of Directors compensation of directors and any related policies;

•

considering, on at least an annual basis, whether risks arising from the Company’s compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company;

•

reviewing, and making recommendations to the Board of Directors with respect to, the Company’s incentive compensation plans and equity-based plans in which the executive officers participate, and overseeing the activities of the individuals responsible for administering those plans;

•

reviewing, monitoring and making recommendations to the Board of Directors with respect to, or approving, employee pension, profit sharing and benefit plans;

•

interpreting and enforcing any of the Company’s incentive compensation clawback policies;

•

overseeing the preparation of certain executive compensation and human capital management disclosures, including a “Compensation Discussion and Analysis”, for inclusion in the Company’s annual proxy statement or annual report on Form 10-K, in accordance with the rules of the SEC; and

•

preparing recommendations and periodic reports to the Board of Directors concerning these matters, as applicable.

The day-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paid time-off plans and policies applicable to salaried employees in general are handled by the Company’s human resources, finance and legal department employees. The responsibility for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies belongs to the Compensation Committee. The Compensation Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs.

For additional information on the Compensation Committee’s activities, its use of outside advisors and its consideration and determination of executive compensation, as well as the role of our Chief Executive Officer in recommending the amount or form of compensation paid to the other named executive officers, see “Compensation Discussion and Analysis”.

Nominating and Corporate Governance Committee

The current members of the NCG Committee are Mses. Brown and Rice and Mr. Semmelbauer. Each member of the NCG Committee has been determined to be independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines. The Chair of the NCG Committee is Ms. Rice. The NCG Committee held 6 meetings during fiscal 2023.

The principal responsibilities and duties of the NCG Committee include:

•

establishing criteria for the selection of new directors to serve on the Board of Directors;

•

identifying individuals qualified to become directors, consistent with the criteria approved by the Board of Directors, and selecting, or recommending that the Board of Directors select, the director nominees for the next annual meeting of shareholders or to fill vacancies or newly created directorships that may occur between such meetings;

•

considering questions of independence and possible conflicts of interests of members of the Board of Directors and executive officers;

•

evaluating candidates for nomination to the Board of Directors and conducting all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates;

•

overseeing a set of corporate governance principles applicable to the Company and developing and recommending to the Board of Directors any changes thereto;

•

overseeing the evaluation of the Board of Directors;

•

recommending members of the Board of Directors to serve on committees of the Board of Directors, as well as serve as the chairpersons thereof, and evaluating the operations and performance of such committees; and

•

overseeing the Company’s environmental, social and corporate governance (“ESG”) plans, practices and reporting, overseeing corporate governance risks, and keeping abreast of related developments, all as appropriate.

The NCG Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs.

Board Structure

The Board of Directors oversees the business and affairs of the Company and monitors the performance of management. The fundamental responsibility of the Board of Directors is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its shareholders. Although the Board of Directors is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board of Directors, reports from management, and discussions with the Company’s executive officers. Directors also communicate with the Company’s outside advisors, as necessary.

It has been the policy of the Company for many years to separate the positions of Chief Executive Officer and Chairman of the Board of Directors. Most recently, Mr. Semmelbauer has been the Chairman of our Board of Directors since May 2023. As the Chairman of the Board of Directors, Mr. Semmelbauer acts as the key liaison

between the Board of Directors and the Chief Executive Officer, presides over meetings of the Board and the shareholders, communicates the Board of Directors’ feedback to the Chief Executive Officer, and communicates on behalf of the Board of Directors with various constituencies involved with the Company. While we recognize that different board leadership structures may be appropriate for companies in different situations, we believe that our current policy of separation of these two positions is most appropriate for the Company at this time. To meet their responsibilities of overseeing management and setting strategic direction, as well as fostering the long-term value of the Company, among their other responsibilities, directors are required to spend time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. To that end, we believe that having a separate non-executive Chairman of the Board of Directors who is solely responsible for leading the Board of Directors promotes accountability, clarifies the individual roles and responsibilities of the Chief Executive Officer and Chair, and allows the focus of our Chief Executive Officer’s time and energy to be running the day-to-day operations of the Company.

Oversight of Risk Management

We are exposed to a number of risks, including financial risks, credit risks, operational risks, technological risks, privacy and security risks, and risks relating to regulatory and legal compliance. Our Board of Directors is responsible for overseeing the development and execution of the Company’s strategic plans and for understanding the associated risks and actions that management is taking to manage and mitigate those risks. The Board of Directors believes that taking an active role in the oversight of our corporate strategy and the related risks is appropriate, given our directors’ combined breadth and depth of experience, and is critical to ensuring that the long-term interests of WW and its shareholders are being served. The Board of Directors also encourages management to promote a culture that actively manages risks as a part of our corporate strategy and day-to-day business operations.

Our executive management team is responsible for identifying and evaluating these risks and developing plans to manage them effectively. Risk management is a Company-wide initiative that involves each of our operating segments. We take a multi-disciplinary approach to risk and our risk management function includes senior executives with backgrounds in finance, operations, human resources, technology, internal audit, and legal and regulatory compliance. For example, our Chief Financial Officer advises our executive management team on both financial and credit risks faced by the Company and our General Counsel advises our executive management team on the Company’s legal and regulatory compliance. Our Chief Executive Officer is advised of and oversees these risk management efforts by the Company’s executive management team.

The Board of Directors and its committees actively oversee the Company’s risk management. The Board’s committees each play a significant role in the oversight of the Company’s risk management. The scope of each committee’s risk oversight responsibility is set forth below:

•

The Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management. The Audit Committee oversees our major financial risk exposures, including related to internal controls and cybersecurity, as well as the steps management has taken to monitor and control those exposures. This review includes regular assessments of the Company’s disclosure controls and procedures to assure that current practices account for material risks facing the Company. The Audit Committee and the management team meet quarterly, and more frequently as needed, to assess the Company’s risk environment, its response to present risks, and its planned responses to future and anticipated risks.

The Audit Committee oversees our cybersecurity program, as well as the steps management has taken to monitor and control cybersecurity threats and related risks. This oversight includes receiving reports on the regular assessments of the Company’s disclosure controls and procedures to ensure that current practices account for material cybersecurity risks facing the Company. The Audit Committee receives presentations on the cybersecurity program and related risks on at least a quarterly basis. These presentations address a wide range of topics including recent developments, evolving standards,

vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company’s peers and third parties. The Audit Committee, and the full Board as necessary, also receive prompt and timely information regarding any cybersecurity incident that meets recognized established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Audit Committee routinely meets with our Chief Technology Officer and Chief Information Security Officer as well as outside experts as appropriate to assess cybersecurity risks and to evaluate the status of the Company’s cybersecurity efforts, which include a broad range of tools and training initiatives that work together to protect the data and systems used in our businesses.

•

The Compensation Committee considers risk issues when establishing and administering our compensation program for executive officers and other key personnel. As part of its risk assessments, the Compensation Committee consults with Frederic W. Cook & Co., Inc., its independent compensation consulting firm, to identify risks that may be associated with the Company’s compensation programs.

•

The NCG Committee oversees risks relating to corporate governance, including ESG issues, Board of Directors and committee composition and director independence.

Members of our executive management team meet with the Board of Directors, Audit Committee, Compensation Committee and NCG Committee regularly to discuss, as well as provide reports relating to, the risks facing the Company.

Compensation Committee Interlocks and Insider Participation

Each of Dr. Altschuler, Mses. Bornstein and Comonte and former directors Raymond Debbane, Ms. Dulski and Mr. Sobecki served as a member of the Compensation Committee during fiscal 2023. There were no Compensation Committee interlocks or insider (employee) participation during fiscal 2023. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons—Registration Rights Agreement” for a description of the relationships that Messrs. Debbane and Sobecki had with the Company.

Identifying and Evaluating Nominees for Directors

Pursuant to our Corporate Governance Guidelines and the NCG Committee Charter, the NCG Committee is responsible for nominating, or recommending to the Board of Directors, nominees for election as directors. The NCG Committee will consider candidates for nomination as a director recommended by the Company’s shareholders, directors, officers and employees and third-party search firms and other sources it deems appropriate. Considerations in evaluating candidates include the candidate’s minimum individual qualifications, including integrity, accountability, experience and an ability to work collegially with the other members of the Board of Directors. In addition, the NCG Committee and the Board of Directors will take into account all other factors they consider appropriate, including a candidate’s skills and experience, legal and regulatory requirements and the needs of the Board of Directors. While neither the NCG Committee nor the Board of Directors has adopted a formal policy regarding diversity, they evaluate each candidate in the context of the Board of Directors’ membership as a whole and seek to maintain a mix of members that represents a diversity of background and experience in order to promote the representation of diverse views on the Board of Directors. For additional details regarding the diversity of our Board of Directors, see “Information about our Executive Officers and Directors—Director Qualifications and Diversity”. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The NCG Committee will consider individuals recommended by shareholders for nomination as a director in accordance with the procedures described below. The NCG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential candidates.

Recommendation of the Replacement Class I Directors. The NCG Committee generally works with a third-party search firm to identify suitable candidates for the Board of Directors and evaluate candidate recommendations

from current directors. Such firm recommended Ms. Comonte and Dr. Shrank. In light of the resignations of Mr. Sobecki and Ms. Dulski and after evaluation of such candidates, the NCG Committee recommended to the Board of Directors and the Board of Directors elected Ms. Comonte and Dr. Shrank to serve the remainders of Mr. Sobecki and Ms. Dulski terms as Class I directors effective June 1, 2023 and August 5, 2023, respectively.

Procedures for Submitting Director Recommendations and Nominations

The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that shareholders may nominate persons for election as directors at the Company’s shareholder meetings by giving timely written notice to the Corporate Secretary of the Company containing required information. The Bylaws require that, to be timely and proper, notice of a nomination by a shareholder must be personally delivered to, or mailed to and received at, the Company’s principal executive offices as follows: (a) for elections to be held at an annual meeting of shareholders, (i) at least 120 days and no more than 150 days before the first anniversary of the date of the proxy statement in conjunction with the annual meeting of shareholders for the prior year or (ii) if the date of the annual meeting is more than 30 days earlier or later than the anniversary date of the prior year’s annual meeting, not less than 60 days prior to such annual meeting; and (b) for elections that are going to take place at a special meeting of shareholders, no later than the close of business on the seventh day after the day on which notice of the date of the special meeting is first given to shareholders.

In notifying the Corporate Secretary, the shareholder making the submission must provide the following information: (i) the name and the address of the shareholder, as they appear on the Company’s stock transfer books, and the name, age and business address (and, if known, residential address) of the candidate to be considered; (ii) a representation by the shareholder that the shareholder is a shareholder of record and intends to appear in person or by proxy at the meeting to nominate the candidate; (iii) the class or series and number of shares of the Company’s stock that are beneficially owned by the shareholder and by the candidate; (iv) a description of all arrangements or understandings between the shareholder and the candidate and any other person (naming such person(s)) pursuant to which such nomination is to be made by such shareholder; (v) an executed written consent of the candidate to be named in the proxy statement as a nominee and to serve as a director of the Company if so elected; (vi) the principal occupation or employment of the candidate; and (vii) any other information relating to the candidate required to be disclosed in accordance with the Bylaws and the Exchange Act. For the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), the foregoing information must be submitted to WW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6^th Floor, New York, New York 10010.

The NCG Committee will also consider director candidates recommended by shareholders. All recommendations for nomination received by the Corporate Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations, as described above, will be considered.

Director Independence

For a director to be considered independent, the Board of Directors must determine that the director does not have any relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has established guidelines to assist it in determining director independence, which conform to the independence requirements in the Nasdaq listing standards. In addition to applying these guidelines, which are set forth in Article II of our Corporate Governance Guidelines, the Board of Directors will consider all relevant facts and circumstances in making an independence determination.

The Board of Directors and the NCG Committee reviews the independence of the Company’s directors on a regular basis, and at least annually. Following this review, the Board of Directors has affirmatively determined that the following directors, who currently serve on the Board, are independent under the applicable listing

standards of Nasdaq and our Corporate Governance Guidelines: Drs. Altschuler and Shrank, Mses. Bornstein, Brown, Comonte and Rice and Messrs. Kelly and Semmelbauer. The Board of Directors previously determined that former directors Raymond Debbane, Jennifer Dulski, Jonas Fajgenbaum and Christopher J. Sobecki were independent under applicable listing standards and our Corporate Governance Guidelines. In making the independence determinations, the Board of Directors and the NCG Committee considered all relevant facts and circumstances.

Code of Business Conduct and Ethics

We have adopted the Code of Business Conduct and Ethics for our officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, and our employees and directors. Our Code of Business Conduct and Ethics is available on our corporate website at corporate.ww.com/govdocs.

In addition to any disclosures required under the Exchange Act, the date and nature of any substantive amendment of our Code of Business Conduct and Ethics or waiver thereof applicable to any of our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K of the Exchange Act, will be disclosed within four business days of the date of such amendment or waiver on our corporate website at corporate.ww.com/govdocs and corporate.ww.com/corporate-actions, respectively. In the case of a waiver, the name of the person to whom the waiver was granted will also be disclosed on our corporate website within four business days of the date of such waiver.

Executive Sessions of Non-Management and Independent Directors

Non-management directors meet in executive sessions of the Board of Directors in which management directors and other members of management do not participate. These sessions are periodically scheduled for non-management directors at meetings of the Board of Directors. The Chairman of the Board of Directors, currently Mr. Semmelbauer, presides over the meetings of the non-management directors. In addition, the directors who the Board of Directors affirmatively determined are independent under applicable Nasdaq listing standards and our Corporate Governance Guidelines hold executive sessions at least twice a year. Mr. Kelly presided over these sessions in fiscal 2023.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

Set forth below are the names, ages, and current positions with us as of April 4, 2024 of our executive officers and directors. Directors are elected at the annual meeting of shareholders. Executive officers are appointed by, and hold office at, the discretion of the Board of Directors.


Name	Age	Position
Sima Sistani	44	Chief Executive Officer, Director
Heather Stark	50	Chief Financial Officer
Jacqueline Cooke	45	General Counsel and Secretary
Pierre-Olivier Latour	44	Chief Technology Officer
Amanda Tolleson	43	Chief Marketing Officer
Thilo Semmelbauer⁽¹⁾	58	Chairman of the Board of Directors
Steven M. Altschuler, M.D.⁽²⁾	70	Director
Julie Bornstein⁽²⁾	54	Director
Tracey D. Brown⁽¹⁾⁽³⁾	56	Director
Tara Comonte⁽²⁾⁽³⁾	50	Director
Denis F. Kelly⁽³⁾	74	Director
Julie Rice⁽¹⁾	53	Director
William Shrank, M.D.	52	Director
Oprah Winfrey*	70	Director

*	Not standing for re-election at the 2024 Annual Meeting.

(1)	Member of Nominating and Corporate Governance Committee.

(2)	Member of Compensation and Benefits Committee.

(3)	Member of Audit Committee.

Sima Sistani. Ms. Sistani has served as a director and our Chief Executive Officer since March 2022. Until February 2022, she worked at Epic Games, Inc., a video game and software developer and publisher, where she served as Chief Executive Officer of Houseparty, a face-to-face synchronous social network, and also was the senior executive leading social gameplay and feature development for Epic’s gaming products, including Fortnite. Prior to Epic’s acquisition of Houseparty in June 2019, Ms. Sistani was the Chief Executive Officer at Houseparty and served on its Board of Directors, having been one of its original co-founders prior to its February 2016 launch. She previously led mobile growth operations at Yahoo! Inc., a technology company, from November 2011 to May 2015, and from the time Yahoo! acquired Tumblr she served as Tumblr’s first Head of Media. Prior to that time, Ms. Sistani held positions at Goldman Sachs and Creative Artists Agency. Ms. Sistani received a B.A. from Duke University and an M.B.A. from the Kellogg School of Management at Northwestern University. Ms. Sistani is a director of Best Buy Co., Inc.

Heather Stark. Ms. Stark has served as our Chief Financial Officer since May 2023. Ms. Stark previously served as our Interim Principal Financial Officer from December 2022 to May 2023 and Head of Finance, North America from April 2022 to December 2022. Prior to that time, she served as Vice President Finance & Commercial Development from July 2018 to April 2022, Vice President Finance from May 2015 to July 2018 and Director Finance from December 2010 to May 2015, all for our Canadian business. Prior to joining us, Ms. Stark was with Bacardi Limited, the world’s largest privately held spirits business, where she served as Controller of the Canadian business from September 2005 to November 2010. She also previously served as the Corporate Controller of Opta Minerals Inc., a Canadian publicly traded processor, distributor and seller of industrial minerals, from 2004 to 2005. Ms. Stark was a Chartered Accountant for PricewaterhouseCoopers LLP from 1999 through 2004. Ms. Stark received a B.A. in Canadian Studies from the University of Toronto and her Chartered Accountant and Chartered Professional Accountant designation from CPA Ontario.

Jacqueline Cooke. Ms. Cooke has served as our General Counsel and Secretary since March 2024. Prior to joining us, Ms. Cooke most recently served as General Counsel & Privacy Officer at 23andMe Holding Co.

(“23andMe”), a genetics-led consumer healthcare and therapeutics company, from February 2022 to January 2024. She previously served as 23andMe’s Deputy General Counsel from March 2018 to February 2022 (including also acting as Privacy Officer from February 2020 on) and Associate General Counsel from April 2015 to February 2018. Prior to joining 23andMe, Ms. Cooke served as legal counsel to Genomic Health, Inc., a provider of genomic-based diagnostic tests that help optimize cancer care, from 2012 to 2015. She previously worked as an attorney at Latham & Watkins LLP from 2006 to 2012. Ms. Cooke received a B.A. in Ethnic Studies and Public Policy from the University of California, Berkeley, a M.P.P. from the John F. Kennedy School of Government at Harvard University and a J.D. from the Georgetown University Law Center.

Pierre-Olivier Latour. Mr. Latour has served as our Chief Technology Officer since June 2023, after serving as our Head of Engineering from April 2023 to June 2023. Prior to joining us, Mr. Latour was an Engineering Executive at Epic Games, Inc., a video game and software developer and publisher, having served in several senior engineering management roles from September 2019 to April 2023. Beginning in November 2016, he served as the Chief Technology Officer at Houseparty, a face-to-face synchronous social network, prior to its acquisition by Epic Games in 2019. Previously, Mr. Latour held various engineering leadership positions with mid-stage Silicon Valley startup companies and sold several companies and technologies, including one to Apple in 2003. Mr. Latour received a master’s degree in Microengineering from EPFL (École polytechnique fédérale de Lausanne).

Amanda Tolleson. Ms. Tolleson has served as our Chief Marketing Officer since August 2022. Prior to joining us, Ms. Tolleson served as Chief Customer Officer at Maisonette, a curated baby and kid’s marketplace, from March 2020 to August 2022. She previously held several roles at Birchbox, a subscription beauty service, most recently serving as Chief Customer Officer from March 2018 to March 2020 and Chief Marketing Officer from March 2016 to March 2018, after joining the company in January 2014. Prior to that, Ms. Tolleson held several positions at various brand and marketing strategy consultancies. Ms. Tolleson received a B.A. in Psychology from Stanford University and an M.B.A. from Harvard Business School.

Thilo Semmelbauer. Mr. Semmelbauer has been the Chairman of our Board of Directors since May 2023 and a director since September 2016. He served as a member of our former Interim Office of the Chief Executive Officer from September 2016 to July 2017. Since May 2019, Mr. Semmelbauer has served as Managing Director of Insight Partners, a global private equity and venture capital firm, where he previously served as a Senior Advisor from 2017 to 2019 and a Venture Partner from 2015 to 2017. From 2010 to 2015, he served as President and Chief Operating Officer of Shutterstock, Inc., a global marketplace for licensing images, videos, and music to businesses worldwide. From 2009 to 2010, he served as Executive Vice President, Consumer Business, of TheLadders.com, a career management company. Mr. Semmelbauer was also Weight Watchers International, Inc.’s Global Chief Operating Officer from 2006 to 2008 and Chief Operating Officer for North America from 2004 to 2006, after serving as President and Chief Operating Officer of WeightWatchers.com from 2000 to 2004 where he was part of the founding team. He holds an A.B. in Electrical Engineering and Computer Science from Dartmouth College and a dual M.S. in Management and Electrical Engineering from the Massachusetts Institute of Technology.

Steven M. Altschuler, M.D. Dr. Altschuler has been a director since September 2012. Since May 2018, Dr. Altschuler has served as a Managing Director, Healthcare Ventures, of Ziff Capital Partners, a private investment firm. He previously served as a consultant to the University of Miami Health Care System from September 2017 through December 2017, the Chief Executive Officer of University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP) from April 2000 until June 2015. Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP and the Perelman School of Medicine at the University of Pennsylvania, including Physician-in-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University. Dr. Altschuler is Chairman of the Board of Directors of 89bio, Inc. and Lexeo Therapeutics, Inc. and a director of Orchard Therapeutics plc. He

previously served as Chair of the Board of Directors of Spark Therapeutics, Inc. and a director of Adtalem Global Education Inc.

Julie Bornstein. Ms. Bornstein has been a director since February 2019. Until January 2023, Ms. Bornstein served as Senior Vice President and Chief Shopping Officer of Pinterest, Inc., a digital visual inspiration platform. Ms. Bornstein joined Pinterest when it acquired The Yes Platform, Inc., an AI-powered online shopping platform she co-founded and for which she served as Chief Executive Officer from February 2018 until its acquisition in June 2022. From March 2015 to September 2017, Ms. Bornstein served as Chief Operating Officer at Stitch Fix, Inc., an online styling services company. Prior to that, Ms. Bornstein served as Chief Digital Officer at Sephora, a cosmetic retail company and subsidiary of LVMH Moët Hennessy Louis Vuitton SE, from August 2007 to March 2015. Ms. Bornstein received a B.A. in Government from Harvard College and an M.B.A. from Harvard Business School. Ms. Bornstein is a director of Redfin Corporation and Sweetgreen, Inc.

Tracey D. Brown. Ms. Brown has been a director since May 2023. Since March 2023, Ms. Brown has served as Executive Vice President and President of Walgreens Retail and U.S. Chief Customer Officer of Walgreens, a portfolio brand of Walgreens Boots Alliance, Inc., an integrated healthcare, pharmacy and retail company, after serving as President Retail Products and Chief Customer Officer of Walgreens from November 2021 to February 2023. From June 2018 to November 2021, Ms. Brown served as Chief Executive Officer of the American Diabetes Association, the largest voluntary health organization in the United States. Previously, Ms. Brown was with Sam’s Club, a membership retail warehouse club and division of Walmart Inc., where she served as Senior Vice President of Operations and Chief Experience Officer from February 2017 to June 2018, Chief Member and Marketing Officer from January 2015 to February 2017, and Vice President from October 2014 to January 2015. Prior to joining Sam’s Club, Ms. Brown held various roles at RAPP Dallas (a part of the Omnicom Group), Direct Impact, Advanced Micro Devices, Peppers & Rogers Group, Dell, American Express, Exxon and Procter & Gamble. Ms. Brown earned a Bachelor of Chemical Engineering from the University of Delaware and an M.B.A. from Columbia Business School. Ms. Brown is a director of YETI Holdings, Inc. and was previously a director of our Company from February 2019 to January 2022.

Tara Comonte. Ms. Comonte has been a director since June 2023. Ms. Comonte served as Chief Executive Officer of TMRW Life Sciences, Inc., a life sciences technology company focused on the in vitro fertilization (IVF) sector, from May 2021 to July 2023, and as a member of its board of directors from December 2018 to September 2023. She previously worked at Shake Shack Inc., a publicly-traded restaurant chain, as President and Chief Financial Officer from October 2019 to May 2021 and Chief Financial Officer from June 2017. Prior to that, Ms. Comonte was with Getty Images Holdings, Inc., a global digital media company, where she served as Chief Financial & Business Affairs Officer and Executive Vice President from October 2016 to June 2017 and Chief Financial Officer and Senior Vice President from April 2013 to October 2016. She previously served as Chief Financial Officer at McCann Worldgroup, the world’s largest marketing communications business, from October 2010 to April 2010. Earlier in her career, she was a founding member and Global Chief Financial Officer & Chief Operating Officer of Mediabrands, part of Interpublic Group, and held various roles at publicly-traded companies and Ernst & Young where she qualified as a Chartered Accountant. Ms. Comonte earned a B.A. in Accounting and Finance from Heriot-Watt University.

Denis F. Kelly. Mr. Kelly has been a director since May 2015. Mr. Kelly is affiliated with, and has served as a Managing Partner of, Scura Partners Securities LLC, a private investment banking firm which he co-founded, since 2001. Mr. Kelly has served as a Senior Advisor to TM Capital Corp., a private investment banking firm, since 2022. In addition, Mr. Kelly is a Hearing Officer for National Arbitration and Mediation (NAM), one of the leading dispute resolution institutions in the United States. From 1993 to 2001, he was a Managing Director of Prudential Securities Incorporated. Previously, he served as the President and Chief Executive Officer of Denbrook Capital Corporation, a merchant banking firm, from 1991 to 1993. From 1980 to 1991, Mr. Kelly held various positions at Merrill Lynch, including Managing Director of Mergers and Acquisitions and Managing Director of Merchant Banking. Mr. Kelly began his investment banking career at Lehman Brothers in 1974. Mr. Kelly received a B.A. from Amherst College and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. He was previously a director of MSC Industrial Direct Co., Inc.

Julie Rice. Ms. Rice has been a director since August 2018. Since February 2021, she has served as the Co-Founder and Co-Chief Executive Officer of Peoplehood LLC, a connection and wellness company, and since June 2016, she has served as the Co-Founder of LifeShop LLC, an advising and investing company. From November 2017 to March 2019, Ms. Rice served as a Partner at WeWork, a shared workspace company. After co-founding SoulCycle Inc., a fitness company, in 2006, Ms. Rice served as Co-Chief Executive Officer from 2006 to 2015, Chief Talent and Creative Officer from 2015 to 2016 and a member of the board of directors from 2010 to 2018. Previously, Ms. Rice was a Talent Manager at Handprint Entertainment from 1997 to 2004. Ms. Rice received a B.A. in English and Theater from the State University of New York at Binghamton.

William H. Shrank, M.D. Dr. Shrank has been a director since August 2023. Since January 2023, Dr. Shrank has been a venture partner to the Bio + Health team of Andreessen Horowitz, a private venture capital firm. He previously served as Chief Medical Officer of Humana Inc. (Humana), a leading care delivery and health plan administration company, from April 2019 to August 2022. He also served as Humana’s Chief Medical and Corporate Affairs Officer from July 2019 to July 2021 during which time he oversaw its government affairs function. Prior to joining Humana, Dr. Shrank served as Chief Medical Officer, Insurance Services Division, of the University of Pittsburgh Medical Center (UPMC) from April 2016 to February 2019. From 2013 to 2016, Dr. Shrank held several positions with CVS Health Corporation (CVS Health), a health solutions company, including Senior Vice President, Chief Scientific Officer, and Chief Medical Officer of Provider Innovation. Prior to joining CVS Health, Dr. Shrank served as Director, Research and Rapid-Cycle Evaluation Group, for the Center for Medicare and Medicaid Innovation, part of the Centers for Medicare and Medicaid Services (CMS). Dr. Shrank began his career as a practicing physician with Brigham and Women’s Hospital in Boston, Massachusetts and as an assistant professor at Harvard Medical School. Dr. Shrank received a B.A. in Psychology from Brown University and an M.D. from Cornell University Medical College. He also holds a M.S. in Health Services from the University of California, Los Angeles.

Oprah Winfrey. Ms. Winfrey has been a director since October 2015. Most recently, Ms. Winfrey served as the Chairman and Chief Executive Officer of her cable network, OWN: Oprah Winfrey Network. Previously, she founded Harpo, Inc. in 1986, under which she has launched numerous media and entertainment businesses, including OWN: Oprah Winfrey Network, Oprah Daily, O, The Oprah Magazine, and Harpo Films, in addition to hosting and producing the award-winning talk show ‘The Oprah Winfrey Show’ for 25 years. Ms. Winfrey is a global media leader, philanthropist, producer, actress and author. She also has been serving as a member of the Smithsonian’s advisory council since 2004.

Director Qualifications and Diversity

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors and NCG Committee focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ and nominees’ individual biographies set forth immediately above. In particular, the Board of Directors and NCG Committee considered:

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Mr. Semmelbauer’s experience with Internet and technology companies for over 30 years, including as part of the founding team of WeightWatchers.com, and his extensive knowledge and understanding of digital product development, e-commerce, technology and general management processes and operations.

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Dr. Altschuler’s experience as a senior executive and physician for a leading healthcare organization and his extensive knowledge and understanding of the healthcare industry, nutrition and obesity, general management and business operations, complex regulatory matters, and financial management and accounting.

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Ms. Bornstein’s experience as a senior executive specializing in digital products and marketing technology for leading online services companies and her extensive knowledge and understanding of consumer loyalty programs, e-commerce and financial management and accounting.

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Ms. Brown’s experience as a senior executive with extensive knowledge and understanding of consumer behavior, including membership strategy and experiences, subscription offerings and financial management and accounting, as well as her role as the former chief executive officer of the American Diabetes Association, the largest voluntary health organization in the United States and a global authority on diabetes.

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Ms. Comonte’s experience with corporate transformations, including those of companies at the intersection of healthcare and technology, and her extensive knowledge and understanding of corporate finance and accounting, financial management, corporate strategy and general management processes and operations.

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Mr. Kelly’s experience in investment banking and strategic transactions and his extensive knowledge and understanding of corporate finance and accounting, business development and international corporate strategy.

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Ms. Rice’s experience as an entrepreneur building communities and talent networks and developing new retail experiences and her extensive knowledge and understanding of brand communities, the wellness and fitness industries and consumer environments.

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Dr. Shrank’s experience as a senior executive of, and advisor to, various healthcare companies, his extensive knowledge and understanding of care delivery, clinical strategies, governmental affairs and healthcare policy, and his thought leadership in the transformation of the healthcare system.

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Ms. Sistani’s experience in building and transforming digital communities and her expertise in product strategy, digital marketing and business development, as well as her position as Chief Executive Officer of the Company having responsibility for the day-to-day oversight of the Company’s business operations.

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Ms. Winfrey’s experience as a global media leader, entrepreneur, motivational speaker and senior executive in varied media companies and her extensive knowledge and understanding of global brand management, marketing strategy, organizing at the local and global level, and general management processes and operations.

The Board of Directors seeks to maintain a mix of members that represents a diversity of background and experience in order to promote the representation of diverse views on the Board of Directors. In accordance with Nasdaq rules, the following Board Diversity Matrix sets forth the required self-identified diversity statistics for our directors.



Board Diversity Matrix (As of April 4, 2024)

Total Number of Directors	10

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity

Directors	6	4	—	—

Part II: Demographic Background

African American or Black	2	—	—	—

Alaskan Native or Native American	—	—	—	—

Asian	—	—	—	—

Hispanic or Latinx	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White	4	4	—	—

Two or More Races or Ethnicities	—	—	—	—

LGBTQ+	—

Did Not Disclose Demographic Background	—

We also recognize that one of our directors identifies as Persian.

Arrangements and Understandings

As previously disclosed, the Winfrey Purchase Agreement (as defined hereafter) that the Company entered into with Ms. Winfrey on October 18, 2015 initially provided Ms. Winfrey with the right to be nominated as a director of the Company for so long as she and certain permitted transferees own at least 3% of the Company’s issued and outstanding Common Stock. On December 15, 2019, the Company entered into an amendment to the Winfrey Purchase Agreement with Ms. Winfrey, which provides Ms. Winfrey with the right to be nominated as a director of the Company through and until January 1, 2023. On that same date, the Company entered into the previously disclosed Strategic Collaboration Amendment (as defined hereafter) with Ms. Winfrey, pursuant to which, among other things, the initial term of five years was extended until April 17, 2023 (with no additional successive renewal terms) after which a second term commenced and will continue through the earlier of the date of the Company’s 2025 annual meeting of shareholders or May 31, 2025. These amendments became operative on May 6, 2020 when the Company’s shareholders approved the Winfrey Amendment Option Agreement (as defined below). Throughout such second term, except as otherwise prohibited by applicable law, the Company intended to cause Ms. Winfrey to be nominated as a director of the Company. However, as previously disclosed, Ms. Winfrey is not seeking to be re-nominated as a director of the Company at the 2024 Annual Meeting. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons—Winfrey Transactions” for further information on these arrangements.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Audit fees for fiscal 2023 and fiscal 2022 were for professional services rendered by PricewaterhouseCoopers in connection with its (i) integrated audits of our consolidated financial statements and internal control over financial reporting as of and for fiscal 2023 and fiscal 2022, including statutory audits of the financial statements of our subsidiaries, (ii) reviews of our unaudited consolidated interim financial statements as of and for each of the quarterly interim periods within fiscal 2023 and fiscal 2022 and (iii) reviews of documents filed with the SEC.

Audit-Related Fees

Audit-related fees were for assurance and related services rendered by PricewaterhouseCoopers that were reasonably related to the performance of the audit or the review of our financial statements and not included in audit fees. Such fees for fiscal 2023 and fiscal 2022 were related to the issuance of various special reports.

Tax Fees

Tax fees for fiscal 2023 and fiscal 2022 were for services rendered by PricewaterhouseCoopers primarily related to tax compliance, tax consulting and various special projects (including advice on tax examinations).

All Other Fees

All other fees for fiscal 2023 and fiscal 2022 were for services rendered by PricewaterhouseCoopers primarily related to assistance with statutory account filings and other miscellaneous professional services.

All audit-related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s Pre-Approval Policy for Audit and Non-Audit Services provides for pre-approval of audit, audit-related, tax and other services specifically described in appendices to the policy. Such services are pre-approved up to a specified fee limit and for a term of 12 months from the date of pre-approval, unless the Audit Committee provides for a different period. All other permitted services, as well as proposed services exceeding the pre-approved fee limit, must be separately pre-approved by the Audit Committee. Requests for services that require the specific approval by the Audit Committee must be submitted to the Audit Committee by both our independent registered public accounting firm and our Chief Financial Officer and/or Corporate Controller, and must include a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The Audit Committee delegated specific pre-approval authority to its chairperson, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 in the aggregate. Pursuant to this delegation, the chairperson must report any pre-approval decision to the Audit Committee at its next scheduled meeting.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered to us by PricewaterhouseCoopers for fiscal 2023 and fiscal 2022:


	Fiscal 2023		Fiscal 2022
Audit Fees	$	3,659,848	$	2,669,437
Audit-Related Fees		3,311		4,816
Tax Fees		38,304		112,850
All Other Fees		7,725		12,703

Total Fees	$	3,709,188	$	2,799,806

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee of the Board of Directors with respect to the Company’s audited financial statements for fiscal 2023.

The Audit Committee is governed by the Audit Committee Charter adopted by the Company’s Board of Directors. Our Board of Directors has determined that each current member of the Audit Committee, Denis F. Kelly, Tracey D. Brown and Tara Comonte, is an “independent” director based on Rule 10A-3 of the Exchange Act, the listing standards of Nasdaq, and our Corporate Governance Guidelines, and that Mr. Kelly is an “audit committee financial expert” as defined by SEC rules.

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee has met, reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements and the reporting process, including the system of internal controls. In this context, the Audit Committee has held discussions with management and PricewaterhouseCoopers, the Company’s independent registered public accounting firm for fiscal 2023, regarding the fair and complete presentation of the Company’s financial position and results of operations in accordance with accounting principles generally accepted in the United States of America and regulations of the SEC. The Audit Committee also has held discussions with management and PricewaterhouseCoopers regarding the effectiveness of the Company’s internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. PricewaterhouseCoopers is responsible for expressing an opinion on the conformity of the Company’s financial statements with accounting principles generally accepted in the United States of America. The Audit Committee has also discussed with PricewaterhouseCoopers the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, the Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers required by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. The Audit Committee has also considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that PricewaterhouseCoopers is independent from the Company and its management. The Audit Committee has pre-approved all fiscal 2023 audit and permissible non-audit services and the fees associated with those services. Further, the Audit Committee has discussed with PricewaterhouseCoopers the overall scope and plans for the audit.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors, and the Board of Directors approved, that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2023.

This report is being provided by the following independent directors who constituted the Audit Committee as of February 27, 2024, the date of the approval of this report by the Audit Committee.

Respectfully submitted,

Audit Committee

Denis F. Kelly, Chair

Tracey D. Brown

Tara Comonte

COMPENSATION COMMITTEE REPORT

The Compensation and Benefits Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with management. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled “Compensation Discussion and Analysis” be incorporated by reference in the Company’s Annual Report on Form 10-K for fiscal 2023 and included in this Proxy Statement.

Respectfully submitted,

Compensation and Benefits Committee

Julie Bornstein, Chair

Steven M. Altschuler

Tara Comonte

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our executive compensation program with respect to fiscal 2023 and the amounts in the compensation tables that follow.


Named Executive Officers		Title
Sima Sistani		Chief Executive Officer
Heather Stark⁽¹⁾		Chief Financial Officer
Pierre-Olivier Latour⁽²⁾		Chief Technology Officer
Amanda Tolleson		Chief Marketing Officer
Michael F. Colosi⁽³⁾		Former General Counsel and Secretary
Michael Lysaght⁽⁴⁾		Former Chief Technology Officer

(1)	Ms. Stark was appointed Chief Financial Officer of the Company effective May 4, 2023 having served as Interim Principal Financial Officer of the Company since December 2, 2022.

(2)	Mr. Latour was appointed Chief Technology Officer of the Company effective June 2, 2023.

(3)	Mr. Colosi departed the Company on December 29, 2023.

(4)	Mr. Lysaght departed the Company on June 2, 2023.

Executive Summary

Fiscal 2023 Business Performance Summary

We compete in the global weight management and health and wellness market which is rapidly evolving and increasingly competitive. Fiscal 2023 was a pivotal year for WW as we introduced our first clinical weight management offering to meet the significant shift in consumer sentiment regarding clinical weight management intervention and continued to tailor our portfolio of offerings and leverage technology for our members to improve their weight health. Fiscal 2023 End of Period Subscribers were 3.8 million, up 7% year-over-year, reflecting recruitment growth driven by efficient performance marketing and improvements to our product experience. End of Period Subscribers is an important indicator of both in-year and future performance and, as such, was used as a Company performance metric in our fiscal 2023 annual, performance-based cash bonus plan for eligible employees. In fiscal 2023, management continued its strategic realignment of its organizational structure and resources, including reducing its real estate footprint, and focusing on cost management. Operating income, the other key Company-wide metric used in our annual, performance-based cash bonus plan, benefitted from effective expense management during the year. The Company’s fiscal 2023 financial performance reflects the collective strategic focus of all WW employees which contributed to the fiscal 2023 annual, performance-based cash bonus attributable to the Company’s financial performance goals being paid out at a weighted achievement percentage of 133%. Fiscal 2023 also saw the reintroduction of performance stock units (“PSUs”) to align our compensation program with our commitment to return the Company to a growth trajectory.

Fiscal 2023 Pay for Performance and Executive Compensation Summary

Our executive compensation program is designed to align the pay earned by our named executive officers (“NEOs”) with the performance delivered and the creation of shareholder value. Following are certain features of our fiscal 2023 compensation program for our named executive officers:

•

Annual, performance-based cash bonuses attributable to Company financial performance were paid at a weighted achievement percentage of 133%. Annual cash bonuses for fiscal 2023 could be earned based on the Company’s financial performance in relation to a global operating income goal and End of Period Subscriber goal, each of which are critical in our return to a growth trajectory. For the recipient named executive officers, other than the Chief Executive Officer and Chief Financial Officer, the executive’s individual performance was also considered in determining the amount of cash bonus earned for the year. Taking into account the Company’s 7% increase in fiscal 2023 End of Period

Subscribers year-over-year and fiscal 2023 operating income financial performance, the Company achieved a financial performance payout of 133% reflecting performance exceeding both its operating income and End of Period Subscriber goals, after taking into account certain adjustments to reported operating income, under its fiscal 2023 annual, performance-based cash bonus plan.

•

Outstanding stock options remain underwater. At the end of fiscal 2023, any outstanding stock options then held by a named executive officer were underwater and remain so. Stock options replaced PSUs as an equity vehicle in the Company’s annual equity program for fiscal years 2020 through 2022 due to the challenges of setting sufficiently-informed, long-term performance goals in the then-current uncertain environment. As discussed below, PSUs were reintroduced as an equity vehicle in the Company’s fiscal 2023 annual equity program.

•

Fixed share price methodology used for annual equity awards resulting in a reduction in the number of PSUs and RSUs granted. To appropriately conserve the use of shares, the Compensation Committee revised its methodology for determining the number of equity units to grant to participants pursuant to the annual equity award program, starting with the restricted stock units (“RSUs”) granted in November 2022. For equity awards granted in November 2022, fiscal 2023 and fiscal 2024, the Compensation Committee determined to use a fixed share price of $9.13 (i.e., the closing price of our Common Stock used to convert the value of the May 2022 annual equity award) for value conversion with respect to the number of applicable equity units.

•

PSUs were reintroduced into the annual equity program in fiscal 2023, representing one-third of the total annual grant equity mix, and such PSU allotment will be increased to 50% for the fiscal 2024 annual equity program. PSUs awarded as part of the fiscal 2023 annual equity program will vest subject to a relative total shareholder return (“TSR”) performance goal, measuring the Company’s stock price performance against the overall market performance of the Russell 2000 Index. This relative TSR performance goal aligns named executive officer performance goals directly with growing shareholder value. Performance will be assessed relative to the Russell 2000 Index constituents over the three-year performance period concluding December 31, 2025. As part of a planned ramp up, the weighting of PSUs for named executive officers’ annual equity awards will increase to 50% in fiscal 2024 with a corresponding reduction in RSUs to 50%.

Executive Leadership Changes

•

Mr. Latour was appointed Chief Technology Officer effective June 2, 2023 after joining the Company on April 17, 2023 as Head of Engineering.

•

Ms. Stark was the only named executive officer who received a target compensation increase. In connection with Ms. Stark’s appointment as Chief Financial Officer, the Compensation Committee increased Ms. Stark’s base salary by 18.1% and annual equity target to 100% of base salary. Ms. Stark also received a one-time, special equity award of 30,000 RSUs in connection with her appointment.

•

Separation agreements were entered into with departing named executive officers. Messrs. Colosi and Lysaght were entitled to certain payments and benefits as set forth in their respective separation agreements in connection with each of their departures. Upon departure from the Company, all unvested equity awards then held by each of Messrs. Colosi and Lysaght on his respective departure date were forfeited and each had the right to exercise all of his then vested stock options within 90 days of such date. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers” for additional details.

Executive Compensation at a Glance

To be successful, we need to attract, motivate and retain exceptional talent critical to our near- and long- term success, and align their compensation with measures that reflect strategic and financial performance and shareholder value creation. Below we summarize the key features of our executive compensation program during fiscal 2023. For additional details on our fiscal 2023 compensation program, see “—Fiscal 2023 Executive Compensation Decisions”.


	Target Compensation Mix
Component	CEO⁽¹⁾	Other NEOs⁽²⁾	Description

Base Salary Attract and retain exceptional talent critical to our success			• Reflects job responsibilities and performance • Determined based on the executive’s position, level, scope of responsibility, prior experience and accomplishments, and contextual market data on salaries and inflation
Annual, Performance-Based Cash Bonus Drive and reward the achievement of our annual business objectives and, in certain cases, individual performance			• Target bonus value determined based on role, ranging from 60% to 150% of salary • Maximum payouts capped • CEO and CFO bonuses based on Company performance (100%) • Other named executive officer bonuses based on Company performance (75%) and individual performance (25%) • Fiscal 2023 Company performance was assessed against an equally weighted combination of a global full year operating income goal and End of Period Subscribers goal
Long-Term Incentives Align executive compensation with our long-term goals and creation of shareholder value			• Target equity value determined based on role, ranging from 100% to 400% of salary • Actual grant values ranged from 93% to 372% of salary, reflecting the application of the fixed share price methodology described above (awards granted based on a fixed price of $9.13) • Fiscal 2023 awards granted to then-current executive officers in the form of PSUs (one-third) and RSUs (two-thirds) in one installment (May) • RSU awards will vest proportionately over three years on each anniversary of the applicable grant date • PSUs earned can range from 0% – 200% of target based on a three-year relative TSR performance goal and vest on the third anniversary of the grant date

(1)	Based on Ms. Sistani’s annual target compensation package, which is comprised of annual base salary, target bonus and target equity (i.e., target equity percentage times base salary).

(2)

Based on Mses. Stark’s and Tolleson’s and Messrs. Latour’s and Colosi’s annual target compensation packages, which are (or in the case of Mr. Colosi, were) comprised of annual base salary, target bonus and target equity (i.e., target equity percentage times base salary). Values exclude Ms. Stark’s promotional, special equity award of RSUs. Mr. Lysaght is excluded from the percentage calculations given his departure from the Company in June 2023; the Company and Mr. Lysaght entered into his separation agreement which contained his compensation with respect to the remainder of fiscal 2023.

The balance of this Compensation Discussion and Analysis has three sections with respect to fiscal 2023 executive compensation. In the first section, we discuss our approach to executive compensation, including our philosophy, objectives and general principles as they relate to the named executive officers. In the second section, we provide details on the elements of our executive compensation program and details regarding the decisions made for the named executive officers with respect to fiscal 2023. In the third section, we discuss specific practices as they relate to compensation governance, including the roles of different parties in the decision-making process, how compensation is set and goal-setting.

Executive Compensation Approach

Our Philosophy, Objectives and Principles

The Company’s executive compensation philosophy is to attract, motivate and retain exceptionally talented executives who are passionate about the Company’s mission. Recognizing this, our executive compensation program is designed to achieve the following key objectives:

•

Attract, Motivate and Retain Exceptional Talent. Ensure that executive compensation serves to attract, motivate and retain exceptionally talented executives critical to our near- and long-term success.

•

Pay for Performance. Align executive compensation with performance measures that ensure a strong connection between executive compensation and both (i) Company and individual performance on near- and long-term strategic and financial goals and (ii) creation of shareholder value.

The following principles guide us in developing our executive compensation program and setting total compensation levels for executives:

•

Compensation levels should be closely tied to the performance and success of the Company as well as the executive’s contribution to the Company’s performance and success.

•

Compensation programs should offer an opportunity for greater compensation for exceptional and superior performance, balanced by the risk of lower compensation when performance is less successful.

•

While incentivizing strong Company performance and success, compensation programs should not encourage excessive risk taking.

•

The mix and level of compensation for an executive should reflect the importance of the executive to the Company, competition for that executive’s talent, and relative levels of compensation for other executives at the Company.

Compensation Governance and Best Practices

What We Do:

What We Don’t Do:

✓ Pay for performance

✓ Align performance objectives with our strategy

✓ Deliver majority of executive compensation in the form of at-risk and/or performance-based pay

✓ Engage with our shareholders on matters including executive compensation and governance

✓ Cap payout opportunities for incentive compensation

✓ Claw back incentive compensation

✓ Confer with an independent compensation consultant

× Discount, reload or reprice stock options or stock appreciation rights

× Permit the hedging or pledging of WW stock

× Utilize compensation metrics, goals or plans that encourage excessive risk

Elements of Executive Compensation

The Company’s executive compensation program comprises four core components:

•

Base salary;

•

Annual incentive cash bonuses reflecting performance during the year;

•

Long-term equity-based compensation intended to align named executive officers’ interests with those of shareholders, reflecting multi-year financial, operational and/or stock price performance; and

•

Benefits and perquisites, including participation in retirement savings plans.

These elements combine to promote the Company’s compensation philosophy and achieve the Company’s compensation objectives. Base salary, retirement savings plans, change of control and other termination payments and benefits, and perquisites and other benefits provide a basic level of compensation that helps attract, motivate and retain exceptionally talented executives. Increases in base salary and annual, performance-based cash bonuses reward achievement of annual goals and progress towards multi-year goals important to the Company’s near- and long-term financial and strategic success. Equity-based incentive compensation aligns an executive’s compensation directly with the creation of shareholder value by rewarding performance and the achievement of both long- and short-term goals important to the Company’s strategic objectives and serves as a form of compensation to attract, motivate, and help retain the executive over time.

For senior executives, including the named executive officers, the Company believes that variable compensation such as equity-based and performance-based compensation should be a higher percentage of total compensation than for less senior executives. We feel that this type of compensation relates most directly to the achievement of business, strategic and financial objectives and goals and to building shareholder value, and the performance of senior executives has a strong and direct impact on achieving these objectives and goals and building shareholder value.

In making decisions with respect to any element of an executive’s compensation, the Company considers the total current compensation that may be awarded to the executive, including base salary, annual, performance-based cash bonus, and long-term equity incentive compensation. The Company’s goal is to award compensation that is reasonable in relation to the Company’s compensation philosophy and objectives when all elements of potential compensation are considered.

Fiscal 2023 Executive Compensation Decisions

Base Salary

The objective of base salary is to provide fixed compensation to an executive that reflects her or his job responsibilities and performance. Named executive officers’ base salary levels are reviewed and approved annually by the Compensation Committee. This typically takes place in the first fiscal quarter as part of the Company’s performance review process as well as upon a hiring, promotion or other change in job responsibilities, taking into account the factors described in the “—Compensation Governance—Competitive Considerations” section below. In connection with her appointment as Chief Financial Officer of the Company, the Compensation Committee approved a salary increase for Ms. Stark as described below. The Compensation Committee approved no other changes in salary for any of the other named executive officers in fiscal 2023. The table below describes the base salaries of the named executive officers in fiscal 2023 and any changes thereto approved by the Compensation Committee.


Named Executive Officer	Fiscal 2023 Base Salary and Actions (if any)		Change vs. 2022
Sima Sistani	$	1,236,000		0.0	%
Heather Stark⁽¹⁾	$	505,736		+18.1	%
Pierre-Olivier Latour⁽²⁾	$	530,005		N/A
Amanda Tolleson	$	430,000		0.0	%
Michael F. Colosi	$	527,657		0.0	%
Michael Lysaght	$	550,000		0.0	%

(1)

Ms. Stark’s base salary was increased from CAD$580,000 to CAD$685,000 effective May 4, 2023, reflecting her appointment as Chief Financial Officer, having served in an interim capacity since December 2, 2022. Amount shown in U.S. dollars using the exchange rate of $0.73830 on May 1, 2023, the date the Compensation Committee approved the salary increase.

(2)	Mr. Latour’s base salary of CHF 475,000 is shown in U.S. dollars using the exchange rate of $1.11580 on April 12, 2023, the date the Compensation Committee approved his compensation package in conjunction with him joining the Company.

Annual, Performance-Based Cash Bonus

The Company’s executive compensation program provides for a variable cash bonus that incentivizes and rewards executives based on the achievement of Company and individual performance objectives, as applicable. Each named executive officer’s annual target cash bonus, expressed as a percentage of base salary, is reviewed by the Compensation Committee periodically, based on the factors described in the “— Compensation Governance—Competitive Considerations” section below. With respect to the fiscal 2023 annual, performance-based cash bonus program, the Compensation Committee only approved a change in cash bonus target percentage for Ms. Stark as set forth below. With respect to fiscal 2023, the level of annual cash bonus that could have been earned ranged from 0% to 200% of target depending on performance. Following are the target bonus opportunities for the named executive officers approved for the fiscal 2023 annual, performance-based cash bonus program:


Named Executive Officer	Target Bonus Opportunity (% of Base Salary at Fiscal 2023 Year End)
Sima Sistani		150	%
Heather Stark		65	%
Pierre-Olivier Latour⁽¹⁾		60	%
Amanda Tolleson		75	%
Michael F. Colosi⁽²⁾		60	%
Michael Lysaght⁽²⁾		65	%

(1)

Pursuant to the terms of his employment agreement, Mr. Latour’s fiscal 2023 annual, performance-based cash bonus was guaranteed at 50% of his target bonus pro-rated based on his employment commencement date. For fiscal 2023, Company and individual performance resulted in a bonus payout to Mr. Latour in excess of 50% of his bonus target. Accordingly, Mr. Latour’s actual bonus was based entirely on actual performance rather than his bonus guarantee.

(2)	Messrs. Colosi and Lysaght were not eligible for annual, performance-based cash bonuses in respect of fiscal 2023 given they were not employed by the Company on the payment date.

Company Financial Performance

The Compensation Committee establishes the Company financial performance goals each year with reference to the Company’s internal annual operating plan. In fiscal 2023, the Compensation Committee introduced End of Period Subscribers as a new quantitative performance measure as it is a fundamental indicator of growth given our subscription model. This metric was equally weighted alongside full year operating income as a financial performance metric given operating income remains an important measure of Company performance. The Chief Executive Officer’s and Chief Financial Officer’s annual, performance-based cash bonuses continued to be based solely on the quantitative measures of Company performance. The other named executive officers’ annual, performance-based cash bonuses were based 75% on the Company’s financial performance (allocated as set forth below) and 25% on their individual performance in areas of strategic importance and accountability that contribute to Company success.


Chief Executive Officer and Chief Financial Officer		Other Named Executive Officers

The Compensation Committee establishes Company performance goals each year so that the minimum performance level is reasonably likely to be achieved, while the target and maximum performance goals are more challenging. In recent years, the Company has not exceeded the target financial performance goals. The Compensation Committee believes that the evaluation of the Company’s financial performance goals is best achieved if the actual fiscal year results are adjusted to exclude certain items while the target objectives remain fixed. For fiscal 2023, the Compensation Committee reserved the ability to adjust the actual results to exclude, if any, the effects of extraordinary, unusual or infrequently occurring events, significant non-operating items, macroeconomic events or trends or changes in accounting principles and to exercise discretion with respect to matters of accounting judgment, allocation and relative financial performance between business units. The Company reported global fiscal 2023 operating income of $22.3 million. The Compensation Committee evaluated this actual performance against the established performance goal of $82.8 million. Following its evaluation, the Compensation Committee adjusted the reported operating income of the Company for fiscal 2023 by $67.2 million in the aggregate, which consisted of the exclusion of the aggregate impact of fiscal 2023 impairment charges of $3.6 million; the net impact of restructuring charges in connection with our previously disclosed fiscal 2021, fiscal 2022 and fiscal 2023 restructuring plans of $54.9 million in the aggregate; and the net impact of $8.6 million in transaction costs associated with our acquisition of Weekend Health, Inc. (d/b/a Sequence). As a result of these adjustments, fiscal 2023 adjusted operating income was $89.49 million (108% of the operating income goal). Therefore, the Compensation Committee approved a payout of 108% with respect to operating income performance as set forth below. The Company reported fiscal 2023 End of Period Subscribers of 3.8 million. The Compensation Committee evaluated this actual performance against the established performance goal of 3.56 million. The Compensation Committee determined to not adjust actual End of Period Subscriber results. Accordingly, the Compensation Committee approved a payout 158% based on the achievement of 107% of the End of Period Subscriber goal.


Fiscal 2023 Metric	Weighting		Threshold (millions)		Target (millions)		Maximum (millions)		Fiscal 2023 Results (millions)		Payout (% of Target)
Full Year Operating Income		50%	$	78.66 (95%)	$	82.8 (100%)	$	165.6 (200%)	$	89.49		108%
Fiscal 2023 End of Period Subscribers		50%		3.31(93%)		3.56 (100%)		3.97 (200%)		3.80		158%
Pay out (% of Target)⁽¹⁾		—		50%		100%		200%		—		133%

(1)	For performance below threshold, no payout is earned. For performance between threshold and target, or target and maximum, the payout is interpolated on a straight-line basis.

Individual Performance

Named executive officers other than the Chief Executive Officer and Chief Financial Officer have an element of their annual, performance-based cash bonus determined based on performance relative to individual goals for the fiscal year. Typically, individual performance goals are set by the executive’s manager reflecting areas of individual accountability that contribute to Company success. Goals are established with reference to the Company’s strategic plan and objectives, and each executive’s individual responsibilities. The executive’s manager determines after the end of each fiscal year the executive’s individual performance rating and associated payout for the past year based on the executive’s performance against her or his individual performance goals.

Similar to the Company performance measures, individual performance outcomes can range from 0% to 200% of target. Achieving the target individual performance goal for all individual performance objectives would yield an individual performance percentage payout of between 80% and 110% or as otherwise determined in the discretion of the executive’s manager. An executive is only eligible for an annual, performance-based cash bonus if he or she is awarded by his or her manager an individual performance percentage payout of 25% or more, regardless of whether the Company achieves the threshold financial performance goals for the year. For the named executive officers with an individual component in their performance-based cash bonus, the Chief Executive Officer initially determines the individual performance percentage payouts which are reviewed and approved by the Compensation Committee.

Payout of the Fiscal 2023 Annual, Performance-Based Cash Bonus

The Compensation Committee determines and approves the amount of the annual, performance-based cash bonus to be paid to each eligible named executive officer following fiscal year end, with the payout generally occurring in March or April following the completion of the annual audit of the Company’s financial statements by the Company’s independent registered public accounting firm.

The following table shows the fiscal 2023 annual, performance-based cash bonus payout for each of the eligible named executive officers. Given he was not employed by the Company on the date the bonus was paid, each of Messrs. Colosi and Lysaght was not eligible for an annual performance-based cash bonus in respect of fiscal 2023.


Named Executive Officer	Target Bonus Percentage (% of Fiscal 2023 Year End Base Salary)			Weighted Financial Performance Payout			Individual Performance Payout			Overall Percentage Payout (% of Target Bonus)			Actual Performance- Based Cash Bonus
Sima Sistani		150	%		133	%		n/a			133	%	$	2,470,084
Heather Stark		65	%		133	%		n/a			133	%	$	439,269	⁽¹⁾
Pierre-Olivier Latour		60	%		133	%		100	%		125	%	$	278,093	⁽²⁾
Amanda Tolleson		75	%		133	%		118.6	%		130	%	$	417,875

(1)	The bonus amount was paid to Ms. Stark in Canadian dollars and converted into U.S. dollars using the exchange rate on February 26, 2024 (i.e., $0.7405), the date on which Ms. Stark’s annual, performance-based cash bonus was approved.

(2)

The bonus amount was paid to Mr. Latour in Swiss francs and was converted into U.S. dollars using the exchange rate on February 26, 2024 (i.e., $1.1364), the date on which Mr. Latour’s annual, performance-based cash bonus was approved. Pursuant to the terms of his employment agreement, amount shown reflects the pro-ration of Mr. Latour’s cash bonus amount based on his employment commencement date.

Other Cash Bonuses

From time to time, in order to attract or retain executive talent, to reward performance outside of the executive’s individual responsibilities, to reward performance on a special project or to reward performance of extraordinary responsibilities assumed by the executive, the Compensation Committee may award other cash bonuses to executives.

Long-Term Equity Incentive Compensation

The Compensation Committee may periodically award executives, including the named executive officers, equity-based awards. The principal objective is to align compensation for executives over a multi-year period directly with the interests of shareholders of the Company. The Company believes that granting equity-based awards provides executives with a strong financial incentive to maximize shareholder returns over the longer term, and that these awards are an important tool with which to recruit, retain and motivate the key talent necessary to ensure the Company’s continued success.

Fiscal 2023 Annual Awards

In May 2023, annual equity incentive awards were granted to each named executive officer, excluding Mr. Lysaght, in a combination of PSUs and RSUs (other than in the case of Mr. Latour who received only RSUs). This marked the reintroduction of PSUs as an annual equity award vehicle, which were temporarily replaced by stock options as discussed in further detail above. PSUs accounted for one-third of the target annual equity award mix for the applicable named executive officers. These PSUs have both time- and performance-vesting criteria. The time-vesting criteria will be satisfied on the third anniversary of the grant date (i.e., May 15, 2026). The performance-vesting criteria will be satisfied based on the Company’s Relative Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) percentile during the period from January 1, 2023 through December 31, 2025 as compared to the Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) of the other companies within the Russell 2000 Index. Basing the performance-vesting criteria on the Company’s relative TSR performance aligns named executive officers’ compensation with growing shareholder value.

Below threshold

Threshold

Target

Maximum or above

WW TSR performance relative to the Russell 2000 Index constituents

< 25^th Percentile

25^th Percentile

50^th Percentile

75^th Percentile

Payout (% of Target)

50%

100%

200%

The remaining two-thirds of the target annual equity award mix for these named executive officers was granted in RSUs. Mr. Latour’s annual equity award was granted solely in RSUs given he was not an executive officer of the Company on the grant date of the annual equity awards. These RSUs vest in equal tranches on the first, second and third anniversaries of the date of grant.

In response to concerns about share dilution and the availability of shares under our Third Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), the Compensation Committee determined that the November 2022, fiscal 2023 and fiscal 2024 annual equity awards would be granted based on a fixed share price methodology. The share price used to determine the number of PSUs and RSUs to grant was and will be, as applicable, fixed at $9.13, which price was 7.41% higher than the share price (i.e., $8.50) that would have been used under the Company’s historical methodology for value conversion. See “—Compensation Governance—Additional Information—Equity Grant Procedures” for additional information on the Company’s value conversion methodologies. Accordingly, 6.9% fewer PSUs and RSUs were granted to named executive officers as summarized below.

The Compensation Committee approved the following annual equity awards in respect of fiscal 2023 for the eligible named executive officers. These awards were granted in May 2023. Given the timing of Mr. Lysaght’s departure from the Company, he was not eligible to receive an annual equity grant in respect to fiscal 2023.


Named Executive Officer	Target Opportunity (% of Base Salary)			Target Value⁽¹⁾		Total No. of PSUs and RSUs Assumed Granted Based on $8.50 Share Price⁽²⁾		Total No. of PSUs and RSUs Granted Based on Fixed Share Price Methodology at $9.13
Sima Sistani		400	%	$	4,944,000		581,646		541,511
Heather Stark		100	%	$	512,243		60,263		56,105
Pierre-Olivier Latour⁽³⁾		125	%	$	667,434		78,521		73,103
Amanda Tolleson		100	%	$	430,000		50,587		47,097
Michael F. Colosi		125	%	$	659,571		77,595		72,241	⁽⁴⁾

(1)	Target value of annual equity award as approved by the Compensation Committee, prior to the application of the fixed share price methodology to determine the number of PSUs and RSUs to be granted, and based on base salary converted to U.S. dollars.

(2)

Number of PSUs and RSUs that would have been granted if the historical methodology for determining the number of equity units to grant had been used. See “—Compensation Governance—Additional Information—Equity Grant Procedures” for additional information on the Company’s value conversion methodologies.

(3)	Mr. Latour’s grant was made entirely in RSUs.

(4)	These awards were forfeited in connection with Mr. Colosi’s departure from the Company.

Fiscal 2018—2023 Awards

The following table summarizes the equity mix, vesting provisions and where relevant the performance goals associated with annual equity awards granted to our named executive officers. This excludes any special awards, including but not limited to new hire awards and promotional awards.


	2018	2019	2020	2021	2022	2023	2024	2025	2026	Percentage of Target PSUs Vested	Stock Option Status
2018	66.7% RSUs which vested in equal 1/6th tranches over three years 33.3% PSUs which did not vest based on fiscal 2020 operating income and revenue performance									0%	N/A

	2019	66.7% RSUs which vested in equal 1/6th tranches over three years 33.3% PSUs which did not vest based on fiscal 2021 operating income performance								0%	N/A

		2020	66.7% RSUs which vested in equal 1/6th tranches over three years 33.3% Stock Options which cliff vested on the third anniversary of the date of grant							N/A	Underwater

			2021	66.7% RSUs which vest in equal 1/3rd tranches over three years 33.3% Stock Options which cliff vest on the third anniversary of the date of grant						N/A	Underwater

				2022⁽¹⁾⁽²⁾	50.0% RSUs which vest in equal 1/3rd tranches over three years 50.0% Stock Options which vest in equal 1/3rd tranches over three years					N/A	Underwater