Shareholder Vote

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): May 9, 2023     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 5.07.     Submission of Matters to a Vote of Security Holders. WW International, Inc. (the “Company”) held its 2023 annual meeting of shareholders on May 9, 2023. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class I directors for a term of three years expiring at the Company’s 2026 annual meeting of shareholders 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 2023; (3) approved, on an advisory basis, the Company’s named executive officer compensation; and (4) voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year. Set forth below are the voting results for these proposals.     1. Election of two Class I directors for a term of three years expiring at the Company’s 2026 annual meeting of shareholders 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 Tracey D. Brown    43,652,442    579,045    14,092,644 Jennifer Dulski    43,253,613    977,874    14,092,644     2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023:   Votes For   Votes Against   Abstentions   Broker Non-Votes 57,414,469   762,218   147,444   N/A     3. Advisory vote to approve the Company’s named executive officer compensation:   Votes For   Votes Against   Abstentions   Broker Non-Votes 42,694,602   1,478,295   58,590   14,092,644     4. Advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation:   1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes 43,337,282   51,124   745,926   97,154   14,092,644 As disclosed above, a majority of the votes cast voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year. In light of such vote, and consistent with the recommendation of the Company’s board of directors (the “Board”), the Board has determined that it currently intends to include an advisory vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.   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: May 9, 2023     By:   /s/ Heather Stark     Name:   Heather Stark     Title:   Chief Financial Officer   3