UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. ☐
| * | On May 9, 2025, WW International, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to delist the Company’s common stock as a result of the Company and certain of its subsidiaries commencing voluntary prepackaged cases under chapter 11 of title 11 of the United States Code on May 6, 2025. On May 16, 2025, the Company’s common stock was suspended from trading on Nasdaq and began trading on the Pink Current Market, operated by OTC Markets Group, under the symbol “WGHTQ.” The delisting of the Company’s common stock from Nasdaq will become effective 10 calendar days after Nasdaq has filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”). The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25. |
| Item 1.03. | Bankruptcy or Receivership. |
As previously reported, on May 6, 2025, WW International Inc. (the “Company” or “we”) and certain of its subsidiaries (together with the Company, the “Company Parties”) commenced voluntary prepackaged cases under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) to implement a prepackaged chapter 11 plan of reorganization that effectuates a financial restructuring of the Company’s secured debt (the “Financial Reorganization”). Subsequently, on May 30, 2025, the Company Parties filed with the Court (i) the First Amended Joint Prepackaged Plan of Reorganization of WW International, Inc. and its Debtor Affiliates (the “Plan”) and (ii) a supplement to the Plan (the “Plan Supplement”). The Chapter 11 Cases are being administered under the caption In re WW International, Inc., et al., Case No. 25-10829.
On June 12, 2025, the Company Parties filed with the Court an amended supplement to the Plan (the “Amended Plan Supplement”). The Amended Plan Supplement provided certain supplemental information (the “Supplemental Information”) with respect to the Company’s business post-emergence, the allocation of the common equity of the reorganized Company and the risks associated with holding such common equity of the reorganized Company. A copy of the Supplemental Information is included hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional information about the Chapter 11 Cases is available at https://restructuring.ra.kroll.com/weightwatchers. For copies of motions and orders filed with the Court and other documents related to the court supervised process, please visit https://restructuring.ra.kroll.com/weightwatchers.
This announcement is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan. Nor should it be construed as a solicitation for any investment.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2025 annual meeting of shareholders on June 6, 2025. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class III directors for a term of three years expiring at the Company’s 2028 annual meeting of shareholders (the “2028 Annual Meeting”) and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025; and (3) did not approve, on an advisory basis, the Company’s named executive officer compensation. Set forth below are the voting results for these proposals.
| 1. | Election of three Class III directors for a term of three years expiring at the 2028 Annual Meeting and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death: |
| Nominee Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Steven M. Altschuler, M.D. |
5,652,083 | 4,848,827 | 30,683,983 | |||||||||
| Julie Bornstein |
5,292,254 | 5,208,656 | 30,683,983 | |||||||||
| Thilo Semmelbauer |
8,729,799 | 1,771,111 | 30,683,983 | |||||||||
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| 2. | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 37,472,963 | 3,169,688 | 542,242 | N/A |
| 3. | Advisory vote to approve the Company’s named executive officer compensation: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 3,610,345 | 6,128,895 | 761,667 | 30,683,986 |
Cautionary Note Regarding the Chapter 11 Cases
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that its equity holders may experience a significant loss on their investment if the Plan is confirmed.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Financial Reorganization described above, including the Company’s ability to complete the Financial Reorganization on the terms contemplated by the restructuring support agreement and the disclosure statement relating to the Plan, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of the Financial Reorganization. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Some of these risks and uncertainties include: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to the Company’s ability to obtain Court approval with respect to motions in the Chapter 11 Cases and approval of requisite stakeholders and confirmation by the Court of the Plan, as supplemented, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of Court rulings in the Chapter 11 Cases, the ultimate outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, attendant risks associated with restrictions on the Company’s ability to pursue its business strategies while the Chapter 11 Cases are pending, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity, the likelihood of the cancellation of the Company’s common stock in the Chapter 11 Cases, uncertainty regarding the Company’s ability to retain key personnel and management, whether the Company’s members might lose confidence in the Company’s ability to reorganize its capital structure successfully and may seek to establish alternative commercial relationships as a result of the Chapter 11 Cases and uncertainty and continuing risks associated with the Company’s ability to achieve its goals and continue as a going concern. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 and the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Supplemental Information, dated June 12, 2025 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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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 12, 2025 | By: | /s/ Jacqueline Cooke | ||||
| Name: | Jacqueline Cooke | |||||
| Title: | Chief Legal and Administrative Officer and Secretary | |||||
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