Bylaw Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 17, 2020   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.) 675 Avenue of the Americas , 6 th Floor , New York , New York   10010 (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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . Effective March 17, 2020, the Board of Directors of WW International, Inc. (the “Company”) amended and restated the Company’s Bylaws to expressly permit the Company to hold shareholder meetings solely by means of remote communication as the Board of Directors may determine in its discretion. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 9.01.    Financial Statements and Exhibits . (d) Exhibits. Exhibit     Description             Exhibit 3.1     Amended and Restated Bylaws of WW International, Inc. (effective as of March 17, 2020).             Exhibit 104     The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 2 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: March 17, 2020     By:   /s/ Nicholas P. Hotchkin     Name:   Nicholas P. Hotchkin     Title:   Chief Financial Officer, Operating Officer, North America and President, Emerging Markets 3