UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 12, 2026

 

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Virginia		001-16769		11-6040273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

18 West 18th Street, 7th Floor, New York, New York		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

WW International, Inc. (the “Company”) held its 2026 annual meeting of shareholders on June 12, 2026. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as directors for a one-year term expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) and until their successors have been duly elected and qualified or their earlier death, resignation or removal; (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. Set forth below are the voting results for these proposals.

 

1.

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

 

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

 

2.

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

 

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

 

3.

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

 

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

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				WW INTERNATIONAL, INC.
DATED: June 15, 2026				By:		/s/ Felicia DellaFortuna
				Name:		Felicia DellaFortuna
				Title:		Chief Financial Officer

 

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