UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

WEIGHT WATCHERSWW 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 the appropriate box):

WEIGHT WATCHERSWW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

Corporate Website: www.weightwatchersinternational.comcorporate.ww.com

NOTICE OF 20162020 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 10, 20166, 2020

The 20162020 Annual Meeting of Shareholders of Weight WatchersWW International, Inc. (the “Company”) will be held at the Company’s corporate headquarters at 675 Avenue of the Americas,on Wednesday, May 6,^th Floor, New York, New York 10010 on Tuesday, May 10, 2016 2020 at 10:00 a.m. Eastern Time (the “2016“2020 Annual Meeting”). The 2020 Annual Meeting will be a virtual meeting of shareholders. You will not be able to physically attend the 2020 Annual Meeting. You will be able to attend the 2020 Annual Meeting via live audio webcast by visiting www.meetingcenter.io/208670783, as well as vote your shares electronically and submit your questions electronically during the meeting. The password for the meeting is WW2020. To attend and participate in the virtual 2020 Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must have your15-Digit Control Number assigned by Computershare Trust Company, N.A., the Company’s transfer agent. Instructions for how to obtain such15-Digit Control Number are provided in the attached Proxy Statement.

The 2020 Annual Meeting will be held to consider and act upon each of the following matters:

These items of business are more fully described in the attached Proxy Statement. Only shareholders of record at the close of business on March 24, 2016,19, 2020, the record date, are entitled to notice of, and to vote at, the 20162020 Annual Meeting and at any and all adjournments or postponements of the 20162020 Annual Meeting.Due to a scheduling conflict, Ms. Oprah Winfrey, a director of the Company, will not be in attendance at the 20162020 Annual Meeting.

By Order of the Board of Directors

Michael F. Colosi

General Counsel and Secretary

New York, New York

April 6, 20162, 2020

WHETHER OR NOT YOU EXPECT TO ATTEND THE 20162020 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.

WEIGHT WATCHERSWW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

PROXY STATEMENT

FOR THE 20162020 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 10, 20166, 2020

The Board of Directors of Weight WatchersWW International, Inc. is soliciting proxies for the company’s 20162020 Annual Meeting of Shareholders to be held virtually via live audio webcast at the company’s corporate headquarters at 675 Avenue of the Americas,www.meetingcenter.io/208670783 (password: WW2020) on Wednesday, May 6,^th Floor, New York, New York 10010 on Tuesday, May 10, 2016, 2020, 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 20162020 Annual Meeting of Shareholders.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 6, 2016.2, 2020.

TABLE OF CONTENTS

i

ii

BASIS OF PRESENTATION

WW International, Inc., formerly known as Weight Watchers 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,” “Weight Watchers”“our”, “WW” and the “Company” refer to Weight WatchersWW International, Inc. and all of its operations consolidated for purposes of its financial statements; “North America” refers to our North American Company-owned operations; “United Kingdom” refers to our United Kingdom Company-owned operations; “CE, ANZ and ANZ”UK” refers to our Continental European, Australian, and New Zealand and United Kingdom Company-owned operations; and “Artal” refers to Artal Group S.A. together with its parents and its subsidiaries. Our “meetings” businesssubsidiaries; and “Artal Luxembourg” refers to providing access to meetings to our monthly commitment plan subscribers, “pay-as-you-go” members, Total Access subscribers and other meeting members. “Online” refers to Weight Watchers Online, Weight Watchers OnlinePlus, Personal Coaching and other digital subscription products.Artal Luxembourg S.A. Our fiscal year ends on the Saturday closest to December 31^st and consists of either52- or53-week periods. In this Proxy Statement:

iii

INFORMATION ABOUT THE 20162020 ANNUAL MEETING OF SHAREHOLDERS AND VOTING

The Board of Directors of Weight WatchersWW International, Inc. is soliciting proxies for the Company’s 20162020 Annual Meeting of Shareholders (the “2016“2020 Annual Meeting”) to be held virtually via live audio webcast at our corporate headquarters at 675 Avenue of the Americas,www.meetingcenter.io/208670783 (password: WW2020) on Wednesday, May 6,^th Floor, New York, New York 10010 on Tuesday, May 10, 2016, 2020, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. You may obtain directions to the 2016 Annual Meeting by contacting our investor relations representative at (212) 986-6667. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 20162020 Annual Meeting.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 6, 2016.2, 2020.

Due to a scheduling conflict, Ms. Oprah Winfrey, a director of the Company, will not be in attendance at the 20162020 Annual Meeting.

Who is entitled to vote?

As of the close of business on March 24, 201619, 2020 (such date and time, the “Record Date”), there were 63,648,34967,443,741 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 20162020 Annual Meeting and at any and all adjournments or postponements of the 20162020 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 20162020 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 in person atelectronically during the 20162020 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 2020 Annual Meeting being held via live audio webcast?

Due to the emerging public health impact of the coronavirus outbreak(COVID-19) and to support the health and well-being of our shareholders and other participants, the 2020 Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast. The virtual meeting 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 2020 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 2020 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 2020 Annual Meeting by visiting www.meetingcenter.io/208670783 and using the password WW2020. To participate in the meeting, you must have your15-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 2020 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 text bubble located on the top of the meeting center webpage, which will link to an “ask a question” box. Should you require assistance once you access the meeting center webpage, click the “Help” link on the screen or call1-877-373-6374 (U.S.) or781-575-2879 (International) during the meeting. For additional information on how to participate in the 2020 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 2020 Annual Meeting by contacting our investor relations representative at (212)601-7569.

The 2020 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 for the 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 2020 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 2020 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 2020 Annual Meeting via webcast will be afforded the same rights and opportunities to participate as they would atan 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 person at the 2016 Annual Meeting. We will give you a ballot when you arrive at the 2016 Annual Meeting. your name.

If you do not wish to voteparticipate in person at, or if you will not be attending, the 20162020 Annual Meeting via webcast, you may vote as follows:

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

2. By telephone: call1-800-652-VOTE (8683) (toll-free within the United States, U.S. territories and Canada) or 1-781-575-2300 (collect); 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 2020 Annual Meeting via webcast, you may vote while the polls remain open, at www.meetingcenter.io/208670783 (password: WW2020). You will need the15-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 2020 Annual Meeting.

Even if you plan to attend the 2020 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 2020 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 thea beneficial owner of shares, you have the right to direct your bank, broker, trustee or other nominee how to vote and are also invited to attend the 2016 Annual Meeting. Since a beneficial owner is not the shareholder of record,

you may not vote these shares in person at the 2016 Annual Meeting unless you obtain and present at the 2016 Annual Meeting 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 2016 Annual Meeting. Your bank, broker, trustee or other nominee will send you separate instructions describing the procedure for voting your shares in person.shares.

If you do not wish to voteparticipate in person at the 20162020 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 2020 Annual Meeting via webcast, while the polls remain open, at www.meetingcenter.io/208670783 (password: WW2020). Since a beneficial owner is not the shareholder of record, you may not attend and vote your shares at the 2020 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 2020 Annual Meeting and (ii) register with Computershare by submitting such legal proxy to Computershare as directed below and receiving a15-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 1, 2020. 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 2020 Annual Meeting.

Even if you plan to attend the 2020 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 2020 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 20162020 Annual Meeting on the Internet on our corporate website at http://www.weightwatchersinternational.com/phoenix.zhtml?c=130178&p=irol-proxy.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 20162020 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, under the New York Stock Exchange (“NYSE”) rules, the organization that holds your shares may generally vote on routine matters but cannot vote onnon-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 anon-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 “brokernon-vote”. Under current NYSE rules, Proposal 1 (Election of Class IIII Directors), Proposal 3 (Approval of the Option Agreement with Ms. Oprah Winfrey) and Proposal 2 (Election of Class II Director)4 (Advisory Vote to Approve Named Executive Officer Compensation) are considerednon-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 20162020 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 prior to the 2016 Annual Meeting 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 20162020 Annual Meeting and voting in person (attendanceelectronically prior to the polls being closed (virtual attendance at the 20162020 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 20162020 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 20162020 Annual Meeting constitutes a quorum. A quorum is necessary in order to conduct business at the 20162020 Annual Meeting. Abstentions, withheld votes in the election of directors and broker shares that include brokernon-votes that are present and entitled to vote are counted as present for purposes of determining a quorum. If a quorum is not present, the Company expects that the 20162020 Annual Meeting will be rescheduled for a later date.

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

Proposals 1 and 2—Proposal 1—Election of Class III and Class II I Directors. Directors are elected by a plurality of the votes cast in person or by proxy, at the 20162020 Annual Meeting. A withhold vote in the election of directors will have the same effect as an abstention. Neither a withhold vote nor a brokernon-vote will affect the outcome of the election of directors.

Proposal 3—2—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 20162020 will be ratified if the votes cast in person or by proxy, at the 20162020 Annual Meeting “for” ratification exceed the number of votes cast “against” ratification. Abstentions will have no effect on this proposal. This

Proposal 3 is3—Approval of the Option Agreement with Ms. Oprah Winfrey. The option agreement with Ms. Oprah Winfrey will be approved if the votes cast at the 2020 Annual Meeting “for” this proposal exceed the number of votes cast “against” this proposal. Neither an abstention nor a brokernon-vote will affect the outcome of the vote on this proposal.

Proposal 4—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 2020 Annual Meeting “for” this proposal exceed the number of votes cast “against” this proposal. Neither an abstention nor a brokernon-vote will affect the outcome of the vote and not binding on the Company.this proposal.

Other Matters. Any other matters that may properly come before the 20162020 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 20162020 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. Abstentions will have no effect

Proposals 2 and 4 are advisory votes and not binding on the proposal to approve any such other matter.Company.

How does the Board of Directors recommend that I vote?

The Board of Directors unanimously recommends that you vote your shares “FOR” the election of each of the Class I director nominees to the Board of Directors (Proposal 1 and Proposal 2) and1); “FOR” the ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 20162020 (Proposal 2); “FOR” the approval of the option agreement with Ms. Oprah Winfrey (Proposal 3); and “FOR” the advisory approval of the compensation of our named executive officers (Proposal 4).

How are votes counted?

Representatives of the Company’s transfer agent, Computershare, Trust Company, N.A., 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 20162020 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, e-mail,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 Weight WatchersWW 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, thenon-management directors as a group, or the director designated to preside over the meetings of thenon-management directors. Depending on the subject matter, our Corporate Secretary or his 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: Weight WatchersWW 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 his 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 review a log of all correspondence received by the Company that is addressed to the independent directors and 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 6, 2016.2, 2020.

Important Notice Regarding the Availability of Proxy Materials

for the 20162020 Annual Meeting of Shareholders to Be Heldbe held on May 10, 20166, 2020

TheThis Proxy Statement and the Annual Report to Shareholders are

available at http://www.weightwatchersinternational.com/phoenix.zhtml?c=130178&p=irol-proxy.corporate.ww.com/MNA.

PROPOSALSPROPOSAL 1 AND 2

ELECTION OF CLASS III AND CLASS III 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 death, resignation, removal, retirement, disqualification or removal)death). The following individuals are our current directors and serve for the terms indicated:

Class III Directors (term expiring in 2016)

Steven M. Altschuler, M.D.

Philippe J. Amouyal

James R. Chambers

Class I Directors (term expiring in 2017)2020)

Raymond Debbane

Cynthia ElkinsTracey D. Brown

Jennifer Dulski

Jonas M. Fajgenbaum

Class II Directors (term expiring in 2018)2021)

Denis F. Kelly

Sacha LainovicJulie Rice

Christopher J. Sobecki

Oprah Winfrey

Class III Directors (term expiring in 2022)

Steven M. Altschuler, M.D.

Julie Bornstein

Mindy Grossman

Thilo Semmelbauer

The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), has nominated for election at the 20162020 Annual Meeting as Class IIII directors, to serve until the 20192023 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 threefour nominees: StevenRaymond Debbane, Tracey D. Brown, Jennifer Dulski and Jonas M. Altschuler, M.D., Philippe J. Amouyal and James R. Chambers.Fajgenbaum. Each of the Class IIII director nominees is currently serving as a director of the Company.Company, and Messrs. AltschulerDebbane and AmouyalFajgenbaum and Ms. Brown were previously elected as directors by the shareholders at the Company’s 2013 annual meeting of shareholders; Mr. Chambersshareholders. Ms. Dulski was elected by the shareholders at the Company’s 2014 annual meeting of shareholders to serve the remainder of the term of David P. Kirchhoff, who resigned as a Class I director of the Company effective as of July 30, 2013.

Oprah Winfrey is currently serving as a Class II director of the Company. On October 18, 2015, the Board of Directors increased its size from nine to 10 directors and, in accordance with the Share Purchase Agreement the Company entered into with Ms. Winfrey on that date, appointed Ms. Winfrey as a Class II director of the Company, effective October 19, 2015, to fill the resulting vacancy. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons—Winfrey Transactions” for a description of the Share Purchase Agreement and other agreements that Ms. Winfrey has with the Company. 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. As a result, the Board of Directors has nominated Ms. Winfrey for election at the 2016 Annual Meeting as a Class II director, to serve until the 2018 annual meeting of shareholders and until her successor has been duly elected and qualified.effective February 27, 2020.

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 ourExecutive Officers and Directors of the Company”Directors”.

PROPOSAL 32

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 2016. Representatives2020. A representative of PricewaterhouseCoopers areis expected to be present at the 20162020 Annual Meeting, will have the opportunity to make a statement if they desireshe desires to do so and areis 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 20162020 Annual Meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment.appointment.

PROPOSAL 3

APPROVAL OF THE OPTION AGREEMENT WITH MS. OPRAH WINFREY

As previously disclosed, on December 15, 2019, the Company granted a fully vested option (the “Option”) pursuant to the terms of a term sheet, which includes the terms and conditions appended thereto (the “Option Agreement”), to purchase 3,276,484 shares of Common Stock to Ms. Oprah Winfrey, a director of the Company, subject to approval by the Company’s shareholders. The Option grant was made in consideration of Ms. Winfrey entering into an amendment to her Strategic Collaboration Agreement (as defined hereafter) with the Company on December 15, 2019 and the performance of her obligations thereunder. The amendment to the Strategic Collaboration Agreement, among other things, extends the term of the Strategic Collaboration Agreement. In addition, on December 15, 2019, the Company entered into an amendment to the Winfrey Purchase Agreement (as defined hereafter) with Ms. Winfrey.The amendments to the Strategic Collaboration Agreement and the Winfrey Purchase Agreement will not become operative unless and until the Option Agreement is approved by the Company’s shareholders.See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons—Winfrey Transactions—Winfrey Partnership” for information on the Strategic Collaboration Agreement and the Winfrey Purchase Agreement.

The Option was not granted under the Company’s Second Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), but incorporates terms that are substantially similar to the terms of the 2014 Plan, as summarized below under “Summary of the 2014 Plan,” other than certain award limitations under the 2014 Plan. As of March 19, 2020, the shares of Common Stock issuable upon exercise of the Option (the “Option Shares”) represented approximately 4.3% of the Company’s issued and outstanding Common Stock on a fully diluted basis, assuming all outstanding options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) have been exercised and/or converted (and assuming deemed target level performance, in the case of any PSUs that remain subject to performance-vesting conditions). The following description of the Option is not complete and is qualified by reference to the full text of the Option Agreement, which is attached to this Proxy Statement as Annex A. Our Board of Directors has determined that it is in the best interests of the Company and its shareholders to approve the Option and the Option Agreement in consideration of Ms. Winfrey entering into the previously announced amendment to her Strategic Collaboration Agreement and the performance of her obligations thereunder. Therefore, the Board of Directors is recommending that shareholders approve the Option grant pursuant to the terms of the Option Agreement. If shareholders do not approve the Option Agreement, the Option grant will be deemed cancelled and void and the amendments to the Strategic Collaboration Agreement and the Winfrey Purchase Agreement will not become operative.

Summary of the Option

The Option is an option to purchase 3,276,484 shares of Common Stock. The Option is exercisable at a price of $38.84 per share, which represents the greater of (a) the closing price per share of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) on December 13, 2019 and (b) the average closing price of a share of the Common Stock on Nasdaq for the five trading day period immediately preceding and including December 13, 2019. The Option will be exercisable, in whole or in part, at any time after the date on which shareholder approval of the Option Agreement becomes effective and prior to November 30, 2025, subject to earlier termination under certain circumstances. The Option will terminate under certain circumstances, including, if the Compensation and Benefits Committee of the Board of Directors (the “Compensation Committee”) so determines, in the event of a Change in Control (as defined in the 2014 Plan) of the Company.

Subject to certain limited exceptions, the Option Shares generally may not be transferred by Ms. Winfrey until August 31, 2021. Thereafter, Ms. Winfrey generally may transfer up to 759,456 of the aggregate number of Option Shares on or after August 31, 2021, up to 1,518,911 of the aggregate number of Option Shares on or after June 30, 2022, up to 2,278,366 of the aggregate number of Option Shares on or after April 30, 2023 and up to 2,658,094 of the aggregate number of Option Shares on or after April 30, 2024. On or after May 31, 2025, Ms. Winfrey will be permitted to transfer all of the Option Shares. Such transfer restrictions terminate early if

Ms. Winfrey has the right to be nominated as a director and has met certain eligibility requirements under the Winfrey Purchase Agreement, but is not elected as a director of the Company at any time prior to January 1, 2023, or if there is a change in control of the Company.

As of March 19, 2020, the Option Shares represented approximately 4.3% of the Company’s issued and outstanding Common Stock on a fully diluted basis, assuming all outstanding options, RSUs and PSUs have been exercised and/or converted (and assuming deemed target level performance, in the case of any PSUs that remain subject to performance-vesting conditions).If the Option Agreement is approved by the Company’s shareholders, the Company will recorda one-time charge in the second quarter of fiscal 2020, based in part on the per share value of our Common Stock at the time of such approval. Using the stock price as of December 13, 2019,such charge would be approximately $62 million. Changes in our stock price and/or stock price volatility could increase or decrease this charge significantly. The market value of each share of Common Stock underlying the Option as of March 18, 2020, the last full trading day prior to the record date of March 19, 2020, was $11.23, the closing price of our Common Stock on such date as reported on Nasdaq.

U.S. Tax Consequences of the Option

Introduction. The following general discussion of the federal income tax consequences of the Option is based on current federal tax laws and regulations, does not purport to be a complete description of the federal income tax laws, and does not purport to be a representation as to the actual tax consequences that Ms. Winfrey or the Company may in fact incur. Ms. Winfrey may also be subject to certain state and local taxes, which are not described below.

Non-qualified Stock Options. No income was realized by Ms. Winfrey in connection with the grant of the Option, and no deduction was available to the Company at such time. At the time of a cash or equivalent exercise, ordinary income will be realized by Ms. Winfrey in an amount equal to the excess, if any, of the fair market value of the Common Stock on the date of exercise over the option exercise price, and the Company will receive a tax deduction for the same amount. Upon disposition, any difference between Ms. Winfrey’s tax basis in the Common Stock and the amount realized on disposition of the shares will be treated as capital gain or loss.

Summary of the 2014 Plan

Administration. The 2014 Plan is administered by the Compensation Committee, or such other committee to which the Board of Directors has delegated power to act, which must consist of at least two directors, all of whom shall be intended to qualify as“non-employee directors” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (or any successor rule thereto) (the “Exchange Act”) and “outside directors” within the meaning of Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), unless otherwise determined by the Board of Directors. The Compensation Committee may delegate its duties to any subcommittee of the Compensation Committee. The Compensation Committee has the authority to make, and establish the terms and conditions of, any award to any person eligible to be a participant under the 2014 Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any forfeiture conditions). The Compensation Committee is authorized to interpret the 2014 Plan, to establish, amend and rescind any rules and regulations relating to the 2014 Plan and to make any other determinations that it deems necessary or desirable for the administration of the 2014 Plan. The Board of Directors may take any action delegated to the Compensation Committee that it deems necessary or desirable for the administration of the 2014 Plan.

Stock Options. The Compensation Committee may awardnon-qualified stock options under the 2014 Plan. Options granted under the 2014 Plan will become vested and exercisable at such times and upon such terms and conditions as may be determined by the Compensation Committee.

The exercise price per share of Common Stock for any stock option awarded will not be less than the fair market value of our Common Stock on the grant date. Unless otherwise determined by the Compensation Committee on or prior to an applicable grant date, the “fair market value” of our Common Stock on a given date will be deemed to equal the closing sales price for our shares on Nasdaq or such other national securities exchange on which the shares are traded on such date (or the most recent preceding trading date if the grant date is not a trading date). To the extent permitted by the Compensation Committee, the exercise price of a stock option may be paid (i) in cash or its equivalent (e.g. a check or wire transfer); (ii) in shares of Common Stock having a fair market value equal to the aggregate option exercise price; (iii) partly in cash and partly in shares of Common Stock; (iv) through the delivery of irrevocable instructions to a broker to sell, to the extent permitted by applicable law, shares of Common Stock obtained upon the exercise of the stock option and to deliver promptly to the Company an amount out of the proceeds of the sale equal to the aggregate option exercise price for the shares being purchased, or (v) to the extent permitted by the Compensation Committee, through “net settlement” in shares.

Adjustments Upon Certain Events. In the event of any stock split,spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similar transaction or occurrence which affects the equity securities of the Company or the value of such equity securities, the Compensation Committee shall (i) adjust the number and kind of shares subject to the 2014 Plan and available for or covered by awards granted under the 2014 Plan, (ii) adjust the share prices related to outstanding awards granted under the 2014 Plan and/or (iii) take such other action (including providing for the payment of a cash amount to holders of outstanding awards granted under the 2014 Plan in cancellation of any such awards), in each case as it deems reasonably necessary to address, on an equitable basis, the effect of the applicable corporate event on the 2014 Plan and any outstanding awards granted under the 2014 Plan; provided, however, that the Compensation Committee may, upon the consummation of the transactions constituting a Change in Control, cancel without consideration any outstanding stock option having an Option Price (as defined in the 2014 Plan) that is greater than the per share consideration received by a holder of Common Stock in such transaction.

Amendment and Termination. The Compensation Committee may amend, alter or discontinue the 2014 Plan, but, except as discussed above in “Adjustments Upon Certain Events,” no amendment, alteration or discontinuation shall be made (i) without the approval of the shareholders of the Company, if such action would increase the total number of shares of Common Stock reserved for the purposes of the 2014 Plan, or increase the maximum number of awards that may be granted to any participant, (ii) without the consent of a participant, if such action would materially diminish any of the rights of the participant under any award previously granted to the participant under the 2014 Plan or (iii) to the provision prohibiting the repricing of stock options to permit such repricing; provided, however, that the Board of Directors may amend the 2014 Plan in such manner as it deems necessary to permit the granting of awards meeting the requirements of the Internal Revenue Code or other applicable laws.

Limitations. Except for adjustments to stock options made in connection with changes in capitalization of the Company or similar events, as discussed above in “Adjustments Upon Certain Events,” the 2014 Plan prohibits the repricing of the exercise price of any stock options after they have been granted without prior approval of the Company’s shareholders.

New Plan Benefits

The table below summarizes certain information with respect to the Option granted to Ms. Winfrey, which is contingent upon shareholder approval of the Option Agreement. Other than Ms. Winfrey, no executive officer, director or employee of the Company is eligible to receive any stock options or other benefits under the Option Agreement.

Option Agreement

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes our equity compensation plan information as of December 28, 2019:

Equity Compensation Plan Information

Interest of Certain Persons In or Opposition to Matters to be Acted Upon

Other than Ms. Winfrey’s interest in the Option granted to her, to the Company’s knowledge, in their capacity as shareholders, no person who has served as a director or officer since the beginning of the Company’s last fiscal year, and no associate of any such person, has any substantial interest, direct or indirect, by security holdings or otherwise, in the Option and Option Agreement that is not otherwise shared by the remaining shareholders.

Registration with the SEC

If the Option Agreement is approved by shareholders, we expect to file as soon as reasonably practicable after the 2020 Annual Meeting a Registration Statement on FormS-8 with the SEC to register the 3,276,484 shares of Common Stock that may be issued upon the exercise of the Option.

PROPOSAL 4

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

At the Company’s 2017 annual meeting of shareholders, 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 2017 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. Accordingly, as required by 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 more fully in the“Compensation Discussion and Analysis” section of this Proxy Statement, the 2019 executive compensation program of the Company was designed to achieve the following key objectives:

The Compensation Committee and the Board of Directors believe that the design of the 2019 executive compensation program, and hence the compensation awarded to named executive officers under the program, fulfilled these objectives. For example, the financial performance of the Company, or a blend of the performance of the Company and certain of its businesses, determined at least 75% of each eligible named executive officer’s annual, performance-based cash bonus, thereby aligning her or his annual bonus with the financial goals of the Company. Also, a portion of the compensation of certain of the named executive officers consisted of long-term equity incentive compensation which aligned their compensation with the interests of shareholders over the long term. For example, in fiscal 2019, the annual awards granted to certain of our named executive officers included performance-based stock units (“PSUs”) with performance criteria based on the achievement of a specified operating income objective for fiscal 2021, thereby aligning their equity awards with the Company’s financial performance goals, among others.

Shareholders are urged to read the“Compensation Discussion and Analysis” section of this Proxy Statement, which discusses in detail how the Company’s compensation approach implements the Company’s compensation objectives.

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

CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

Our Board of Directors is comprised of 1012 members. 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 10 meetings in fiscal 2015.2019. In fiscal 2015,2019, each then-currentincumbent 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. AllTen then-current directors attended the Company’s 20152019 annual meeting of shareholders (the “2015“2019 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.

Directors of Weight Watchers International, Inc.

Set forth below in the section entitled “Information about ourExecutive Officers and Directors of the CompanyDirectors”” 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 the Corporate Governance page of our corporate website at www.weightwatchersinternational.com.corporate.ww.com/govdocs. The Board of DirectorsNCG Committee periodically reviews corporate governance developments and modifiesrecommends to the Board 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 Compensation and Benefits Committee (the “Compensation Committee”). AsNCG Committee. The Board of Directors has determined that a resultmajority of Artal Luxembourg S.A. entering into a Voting Agreement with Ms. Winfrey on October 18, 2015, Artal and Ms. Winfreyour directors are acting as a “group” withinindependent under the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we continue to be considered a “controlled company” as defined in theapplicable listing standards of the NYSE. As such, we have elected to be exempt from the requirements to have a nominating/corporate governance committee, a compensation committee composed entirely of independent directorsNasdaq and a majority of independent directors on our Board of Directors.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 the NYSE.Nasdaq. The current members of the Audit Committee are Mr. Kelly, Dr. Altschuler and Ms. Elkins. Mr. KellyBrown. Ms. Brown joined the Audit Committee and became its

Chairman on May 7, 2015 to fill the vacancy left by Ms. Marsha Johnson Evans’ retirement from the Board of Directors effective upon the conclusionFebruary 27, 2019. The Chairman of the Company’s 2015 Annual Meeting.Audit Committee is Mr. Kelly. The Audit Committee held 1312 meetings during fiscal 2015.2019.

The principal responsibilities and duties of the Audit Committee are as follows:include:

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its dutiesinterest or concern that it deems appropriate and to retain counsel for this purpose where appropriate.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 RegulationS-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 Rule10A-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, Mr. Kelly, Dr. Altschuler and Ms. ElkinsBrown, has satisfied the financial literacy requirements of the NYSE and has no direct or indirect material relationship with us and thus is independentsatisfies the independence requirements under applicableour Corporate Governance Guidelines, the listing standards of the NYSE,Nasdaq, and Rule10A-3 under the Exchange Act and our Corporate Governance Guidelines.Act. The Audit Committee operates under a written charter, which is available on the Corporate Governance page of our corporate website at www.weightwatchersinternational.com.corporate.ww.com/govdocs.

Compensation Committee

The current members of the Compensation Committee are Messrs. Debbane and AmouyalSobecki and Dr. Altschuler. Mr. Sobecki joined the Compensation Committee on February 27, 2019. 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 Chairman of the Compensation Committee is Mr. Debbane. The Compensation Committee held 86 meetings during fiscal 2015. 2019.

The principal responsibilities and duties of the Compensation Committee are as follows:include:

Theday-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paidtime-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 theday-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 the Corporate Governance page of our corporate website at www.weightwatchersinternational.com.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, other than himself, see“Compensation Discussion and Analysis”Analysis.”.

Nominating and Corporate Governance Committee

The current members of the NCG Committee are Messrs. Semmelbauer and Sobecki and Ms. Rice. Ms. Rice joined the NCG Committee on February 27, 2019. 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 Chairman of the NCG Committee is Mr. Semmelbauer. The NCG Committee held 8 meetings during fiscal 2019.

The principal responsibilities and duties of the NCG Committee include:

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

Board Structure

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. 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. 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 separatenon-executive Chairman of the Board of Directors Mr. Debbane, who is solely responsible for leading the Board of Directors allows the focus of our Chief Executive Officer, Mr. Chambers, to focus hisOfficer’s time and energy onto be running theday-to-day operations of the Company. We believe that our Chief Executive Officer and our Chairman of the Board of Directors have an excellent working relationship and open lines of communication. In addition, our Chairman of the Board of Directors does not have any relationships with Mr. Chambers or other members of management that would compromise his ability to act free from the control of the Chief Executive Officer and management.

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 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 actively supervisesoversees the Company’s risk management. For example, the Board of Directors and Audit Committee routinely meet with our Chief Technology Officer as well as outside experts from time to time 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. Both the Audit Committee and Compensation Committee play a significant role in the oversight of the Company’s risk management. For example, the Audit Committee oversees our risk management efforts related to the Company’s audit function while the Compensation Committee oversees our risk management efforts related to employment and compensation matters. In addition, the NCG Committee oversees risks related to corporate governance, including 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 CompensationNCG Committee regularly to discuss, as well as provide reports relating to, the risks facing the Company.

Compensation Committee Interlocks and Insider Participation

Each of Messrs. Debbane and AmouyalSobecki, Dr. Altschuler and Dr. Altschulerformer director Philippe J. Amouyal served as a member of the Compensation Committee during fiscal 2015.2019. There were no Compensation Committee interlocks or insider (employee) participation during fiscal 2015.2019. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons—Registration Rights Agreement” and “ —Other Related Person Transactions” for a description of the relationships that Messrs. Debbane and Sobecki have, and Mr. Amouyal havehad, with the Company.

Director Nominations

Because the Board of Directors believes that all of the directors of the Company should be involved in the process of nominating persons for election as directors and the Company is not required to have a nominating committee under the listing standards of the NYSE as described above under “—Committees of the Board of Directors”, the Board of Directors as a whole performs the functions of a nominating committee and is responsible for reviewing the requisite skills and characteristics of the nominees for the Board of Directors.

Identifying and Evaluating Nominees for Directors

ThePursuant 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, current directors, officers and officers,employees and third-party search firms and other sources. Insources it deems appropriate. Considerations in evaluating candidates the Board of Directors considersinclude 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 it considersthey 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 not adopted a formal policy regarding diversity, the Board of Directors evaluatesthey evaluate each candidate in the context of the Board of Directors’ membership as a whole and seeksseek to achieve 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. The Board of Directors will review allAll candidates are reviewed in the same manner, regardless of the source of the recommendation. The Board of DirectorsNCG Committee will consider individuals recommended by shareholders for nomination as a director in accordance with the procedures described below. The Board of DirectorsNCG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential candidates. While

Recommendation of the Class I Director. The NCG Committee generally works with a third-party search firm to identify suitable candidates for the Board of Directors has not adopted a separate charter setting forthand evaluate candidate recommendations from current directors, and such firm recommended Ms. Dulski. Subsequent to their respective evaluations of Ms. Dulski, the guidelines for its nomination duties, the guidelines for determining director independenceNCG Committee and qualifications for directors are described in Articles II and III, respectively, of our Corporate Governance Guidelines.

Identification of the Class II Director. The Share Purchase Agreement the Company entered into with Ms. Winfrey on October 18, 2015 provides Ms. Winfrey with the right to be nominated as 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. Accordingly, the Board of Directors appointedelected Ms. WinfreyDulski as a Class III director of the Company, effective October 19, 2015. See “Transactions with Related Persons and Certain ControlPersons—Transactions with Related Persons—Winfrey Transactions—Winfrey Partnership” for a description of the Share Purchase Agreement.February 27, 2020.

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 20172021 annual meeting of shareholders (the “2017“2021 Annual Meeting”), the foregoing information must be submitted to the Board of Directors through Weight WatchersWW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6^th Floor, New York, New York 10010.

The Board of DirectorsNCG 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 presented to the Board of Directors for its consideration.considered.

Director Independence

The Board of Directors has affirmatively determined that three of our 10 current directors, Dr. Altschuler, Ms. Elkins and Mr. Kelly are, and Ms. Evans, who retired from the Board of Directors effective upon the conclusion of the Company’s 2015 Annual Meeting, was, independent under applicable listing standards of the NYSE and our Corporate Governance Guidelines. For a director to be considered independent, the Board of Directors must determine that the director does not have any direct or indirect material relationship which, in the opinion of the Board of Directors, would interfere with the Company.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 NYSENasdaq 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.

All membersIn March 2020, the Board of Directors and the NCG Committee undertook a review of the Audit Committee must beindependence of the Company’s current directors. Following this review, the Board of Directors affirmatively determined that the following current directors are independent directors based onunder the applicable listing standards of Nasdaq and our Corporate Governance GuidelinesGuidelines: Dr. Altschuler, Mmes. Bornstein, Brown, Dulski and under the listing standards of the NYSE. 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,Rice and (ii) be an affiliate of the Company.Messrs. Debbane, Fajgenbaum, Kelly, Semmelbauer and Sobecki. The Board of Directors haspreviously determined that each of the Audit Committee members, Mr. Kelly,

Dr. Altschulerformer directors Philippe Amouyal and Ms.Cynthia Elkins has no material relationship with uswere independent under applicable listing standards and satisfies the independence requirements under our Corporate Governance Guidelines,Guidelines. In making the listing standardsindependence determinations, the Board of Directors and the NCG Committee considered all relevant facts and circumstances. In particular, in the case of Messrs. Semmelbauer and Sobecki, the Board of Directors and the NCG Committee considered their prior service as

members of the NYSEformer Interim Office of the Chief Executive Officer of the Company from September 12, 2016 to July 5, 2017, as well as the compensation Messrs. Semmelbauer and Rule 10A-3 underSobecki received for such service. The Board of Directors and the Exchange Act.NCG Committee concluded that such former interim service and the compensation each received therefor would not interfere with the exercise of independent judgment by Messrs. Semmelbauer and Sobecki in carrying out their respective responsibilities as a director.Additionally, in the case of Messrs. Debbane and Semmelbauer, the Board of Directors and the NCG Committee considered their service as chairman andco-chairman, respectively, of the board of directors of Action Against Hunger, a charitable organization to which the Company made a donation of less than $120,000 in fiscal 2019.The Board of Directors and the NCG Committee concluded that such relationship with Action Against Hunger would not interfere with the exercise of independent judgment by Messrs. Debbane and Semmelbauer in carrying out their respective responsibilities as a director.

Code of Business Conduct and Ethics

We have adopted an Amended and Restatedthe Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”) for our officers, including our principal executive officer, principal financial officer, principal accounting officer andor controller, and our employees and directors. Our Code of Business Conduct and Ethics is available on the Corporate Governance page of our corporate website at www.weightwatchersinternational.com.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 RegulationS-K of the Exchange Act, will be disclosed on the Corporate Governance page of our corporate website at www.weightwatchersinternational.com within four business days of the date of such amendment or waiver.waiver on our corporate website at corporate.ww.com/govdocs and corporate.ww.com/Investors/corporate-governance/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 ofNon-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 fornon-management directors at meetings of the Board of Directors. The Chairman of the Board of Directors, Mr. Debbane, presides over the meetings of thenon-management directors. In addition, the directors who the Board of Directors affirmatively determined are independent under applicable Nasdaq listing standards of the NYSE and our Corporate Governance Guidelines hold executive sessions at least oncetwice a year. Ms. EvansMr. Kelly presided over these sessions in fiscal 2015.2019.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

Set forth below are the names, ages, and current positions with us as of April 6, 20162, 2020 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.

James R. Chambers.Mindy Grossman. Mr. ChambersMs. Grossman has served as a director and our President and Chief Executive Officer since July 2013. He2017. Prior to joining us, she served as Chief Executive Officer of HSN, Inc., an interactive, multichannel retailer of fashion, household and lifestyle products, and a member of its Board of Directors from August 2008 to May 2017. Prior to joining HSN, she served as Chief Executive Officer of IAC Retailing, a business segment of HSN’s former parent company, IAC/InterActiveCorp, a media and Internet company, from April 2006 to August 2008, and Global Vice President of Nike, Inc.’s apparel business from October 2000 to March 2006. Earlier in her career, Ms. Grossman held various other executive positions in the retail industry, including President and CEO of Polo Jeans Company, Vice President of New Business Development at Polo Ralph Lauren Corporation, President of Chaps Ralph Lauren, and Senior Vice President of Menswear for Warnaco, Inc. Ms. Grossman is a director of Fanatics, Inc. and was previously a director of Bloomin’ Brands, Inc. She also serves as Vice Chairman for UNICEF USA.

Nicholas P. Hotchkin.Mr. Hotchkin has served as our President and Chief Financial Officer since August 2012. In addition to his role as Chief Financial Officer, he was appointed as our Operating Officer, North America in March 2019 and our President, Emerging Markets in March 2018. He also served as a member of our former Interim Office of the Chief Executive Officer from January 2013September 2016 to July 2013.2017. Prior to joining us, Mr. Chambers served as President of the U.S. Snacks and Confectionary business unit and General Manager of the Immediate Consumption Channel of Kraft FoodsHotchkin had spent several years at Staples, Inc., a global food and beverage company,leader in the office supply industry. Most recently, Mr. Hotchkin served as Senior Vice President of Finance for the U.S. Retail division of Staples based in Massachusetts, a position he held from JanuaryMay 2010 to July 2011.August 2012. Before assuming that position, he had been Senior Vice President of Finance and Treasurer of Staples, a position he held from November 2006 to April 2010. Prior to joining Kraft,Staples, Mr. ChambersHotchkin held variousseveral corporate finance positions with Delphi Corporation and General Motors Corporation including assignments in the North America business unit at Cadbury plc, a beverageUnited States, Asia and confectionary company, from September 2005 to January 2010, most recently as the President and Chief Executive Officer.Europe. Mr. Chambers began his career at Nabisco, Inc. and also held various executive positions with Rémy Cointreau USA, Paxonix Inc., NetGrocer.com, Inc. and Information Resources, Inc. Mr. ChambersHotchkin received a Bachelor’s degreeB.A. in Civil EngineeringEconomics from Princeton UniversityHarvard College and an M.B.A. from the Wharton School ofHarvard Business of the University of Pennsylvania. Mr. Chambers is a director of Big Lots, Inc.School.

Michael F. Colosi.Mr. Colosi has served as our General Counsel and Secretary since May 2014. Prior to joining us, Mr. Colosi most recently served as Senior Vice President, General Counsel and Corporate Secretary of Kenneth Cole Productions, Inc. (KCP), a multi-brand retail, wholesale and licensing company, from March 2007 to February 2014. His service as General Counsel and Secretary of KCP commenced in July 2000 and July 2004, respectively. He also served as Corporate Vice President of KCP from July 2000 to February 2007. Prior to joining KCP, Mr. Colosi was Associate General Counsel and Assistant Secretary for The Warnaco Group, Inc., an international apparel company, from 1996 to 2000. Mr. Colosi received a Bachelor of ArtsB.A. in Economics and English from Cornell University and a Juris DoctorJ.D. from The University of Michigan Law School.

Nicholas P. Hotchkin. Mr. Hotchkin has served as our Chief Financial Officer since August 2012. Prior to joining us, Mr. Hotchkin had spent several years at Staples, Inc., a global leader in the office supply industry. Most recently, Mr. Hotchkin served as Senior Vice President of Finance for the U.S. Retail division of Staples based in Massachusetts, a position he held from May 2010 to August 2012. Before assuming that position, he had been Senior Vice President of Finance and Treasurer of Staples, a position he held from November 2006 to April

2010. Prior to joining Staples, Mr. Hotchkin held several corporate finance positions with Delphi Corporation and General Motors Corporation including assignments in the United States, Asia and Europe. Mr. Hotchkin received a B.A. in Economics from Harvard College and an M.B.A. from the Harvard Business School.

Stacey Mowbray. Ms. Mowbray has served as our President, Americas since March 2, 2016. Prior to that time, Ms. Mowbray served as President and General Manager of Weight Watchers Canada from November 2014 to March 2016. Prior to joining us, Ms. Mowbray was with Second Cup Ltd., a Canadian publicly traded specialty coffee business, where she served as Chief Executive Officer from May 2009 to February 2014 and President from February 2008 to May 2009. Prior to joining Second Cup Ltd., Ms. Mowbray was Chief Marketing Officer at Molson Coors Brewing Company and held various senior roles at Cara Operations Limited and PepsiCo Canada. Ms. Mowbray received a Bachelor of Business degree from Wilfrid Laurier University and an M.B.A. from the Schulich School of Business at York University.

Corinne Pollier(-Bousquet).Ms. Pollier has served as our President, International since March 1, 2016. Prior to that time, Ms. Pollier served as our President, Continental Europe & Australia–NewAustralia-New Zealand from January 2014 to March 2016, our President, Continental Europe from May 2013 to January 2014, our Senior Vice President of France and Switzerland from October 2008 to May 2013 and our General Manager of France from October 2003 to October 2008. Prior to joining us, from 1991 to 2003, Ms. Pollier was with VIVARTE Group (France), a European retailer of footwear and apparel, where she held various positions in the finance and planning analysis department from 1991 to 1995, various senior positions in the organization and strategy department from 1995 to 2000 and as General Manager of Kookai from 2001 to 2003. Ms. Pollier also held various product management and project management positions for the central buying office of Le Printemps department stores from 1987 to 1991. Ms. Pollier isholds a graduate ofMasters in Management from the HEC Business School Paris.

Raymond Debbane. Mr. Debbane has been the Chairman of our Board of Directors since our acquisition by Artal Luxembourg S.A. onin September 29, 1999. Mr. Debbane is aco-founder and the Chief Executive Officer of The Invus Group, LLC. Prior to forming The Invus Group, LLC in 1985, Mr. Debbane was a manager and consultant for The Boston Consulting Group in Paris, France. He holds an M.B.A. from Stanford Graduate School of Business, an M.S. in Food Science and Technology from the University of California, Davis and a B.S. in Agricultural Sciences and Agricultural Engineering from American University of Beirut. Mr. Debbane is the Chairman of the Board of Directors of Lexicon Pharmaceuticals, Inc., and a director of Blue Buffalo Pet Products, Inc. He is also the Chief Executive Officer and a director of Artal Group S.A., and the Chairman of the Board of Directors of a number of private companies of which Artal or Invus, L.P. are shareholders. Mr. Debbane was previously a director of Ceres,Blue Buffalo Pet Products, Inc.

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 the University of Miami Health Care System and SeniorExecutive Vice President for Healthcare at the University of Miami sincefrom January 2016. He previously served as2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP), one of the leading children’s hospitals in the United States, 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-ChiefPhysician-in-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Prior to joining CHOP, Dr. Altschuler was faculty member and chair of the Department of Pediatrics at the Perelman School of Medicine at the University of Pennsylvania. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University. Dr. Altschuler is a director of Mead Johnson Nutrition Company, where he is the Chair of the CompensationAdtalem Global Education Inc. and Management Development Committee and serves on the Nutrition Science and Technology Committee. Dr. Altschuler is also thepreviously served as Chair of the Board of Directors of Spark Therapeutics, Inc.

Philippe J. Amouyal.Julie Bornstein. Mr. AmouyalMs. Bornstein has been a director since November 2002. Mr. Amouyal is a Managing DirectorFebruary 2019. Since February 2018, Ms. Bornstein has served as Chief Executive Officer of The Invus Group, LLC,Yes Platform, Inc., anAI-powered online shopping platform sheco-founded. 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 position he has held since 1999. Previously, Mr. Amouyal wascosmetic retail company and subsidiary of LVMH Moët Hennessy Louis Vuitton SE, from August 2007 to March 2015. Ms. Bornstein received a Vice PresidentB.A. in Government from Harvard College and director of The Boston Consulting Group in Boston, MA. He holds an M.S. in Engineering and a DEA in ManagementM.B.A. from Ecole Centrale de Paris and was a Research Fellow at the Center for Policy

Alternatives of the Massachusetts Institute of Technology. Mr. AmouyalHarvard Business School. Ms. Bornstein is a director and member of the Compensation Committee of Lexicon Pharmaceuticals, Inc. and Blue Buffalo Pet Products, Inc., as well as a number of private companies of which Artal or Invus, L.P. are shareholders.Redfin Corporation.

Cynthia Elkins.Tracey D. Brown. Ms. ElkinsBrown has been a director since March 2014.February 2019. Since March 2011,June 2018, Ms. ElkinsBrown has 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 IT AmericasOperations 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 Genentech, Inc., a memberRAPP Dallas (a part of the RocheOmnicom Group), Direct Impact, Advanced Micro Devices, Peppers & Rogers Group, Dell, American Express, Exxon and Procter & Gamble. Ms. Brown earned a leading biotechnologyBachelor of Chemical Engineering from the University of Delaware and an M.B.A. from Columbia Business School.

Jennifer Dulski. Ms. Dulski has been a director since February 2020. In January 2020, Ms. Dulski founded and began serving as Chief Executive Officer of a new workforce development and digital training company. She previously served as Genentech’s Senior DirectorHead of IT Enterprise ApplicationsGroups & Community for Facebook, Inc., a social networking service, from December 2007September 2017 to February 2011. PriorMay 2019 and as President & Chief Operating Officer of Change.org, a social change platform, from January 2013 to joining Genentech,June 2017. Until January 2013, Ms. Elkins was Vice President of Supplier Solutions and Commerce Services at Ariba, Inc. and Vice PresidentDulski served as Global Head of Product EngineeringManagement, Shopping & Product Ads at ATPGoogle Inc., which she joined in 2011 when it acquired The Dealmap, a company sheco-founded and for which she served as Chief Executive Officer from 2007 until its acquisition. Prior to that, she held various IT positionsMs. Dulski served in multiple roles at Aspect Telecommunications, VeriFone and Digital Equipment Corporation.Yahoo! Inc. from 1999 until 2007. Ms. ElkinsDulski received a B.S.B.A. in Applied Mathematics from the University of California, Los AngelesPsychology and an M.B.A. from Santa ClaraCornell University. Ms. Dulski was previously a director of TEGNA Inc.

Jonas M. Fajgenbaum.Mr. Fajgenbaum has been a director since our acquisition by Artal Luxembourg S.A. onin September 29, 1999. Mr. Fajgenbaum is a Managing Director of The Invus Group, LLC, which he joined in 1996. Prior to joining The Invus Group, LLC, Mr. Fajgenbaum was a consultant for McKinsey & Company in New York from 1994 to 1996. He graduated with a B.S. in Economics with a concentration in Finance from The Wharton School of the University of Pennsylvania and a B.A. in Economics from the University of Pennsylvania. Mr. Fajgenbaum is a director of a number of private companies of which Artal or Invus, L.P. are shareholders.

Denis F. Kelly. Mr. Kelly has been a director since May 2015. Mr. Kelly is a Partner,affiliated with, and has served as a Managing Partner of, Scura PaleyPartners Securities LLC, a private investment banking firm which heco-founded, since 2001. 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. Mr. Kelly is also a director of MSC Industrial Direct Co., Inc., where he serves as a member of the Audit Committee and the chairman of the Compensation Committee. Mr. Kelly previously served as a director of Kenneth Cole Productions, Inc., which is no longer a public company.

Sacha Lainovic.Julie Rice. Mr. LainovicMs. Rice has been a director since our acquisition by Artal Luxembourg S.A. on September 29, 1999.August 2018. Since 2007,June 2016, she has also served as theCo-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. Afterco-founding SoulCycle Inc., a fitness company, in 2006, Ms. Rice served asCo-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.

Thilo Semmelbauer. Mr. LainovicSemmelbauer has been 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 Invus Financial Advisors, LLC,Shutterstock, Inc., a New York-based investment firm, whichglobal

marketplace for licensing images, videos, and music to businesses worldwide. From 2009 to 2010, he co-founded. From 1985 to 2006, Mr. Lainovic wasserved as Executive Vice President, Consumer Business, of The Invus Group, LLC, whichTheLadders.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 co-founded. Prior to forming The Invus Group, LLC in 1985, Mr. Lainovic was a manager and consultant for The Boston Consulting Group in Paris, France.part of the founding team. He holds an M.B.A.A.B. in Electrical Engineering and Computer Science from Stanford Graduate School of BusinessDartmouth College and ana dual M.S. in Management and Electrical Engineering from Insa de Lyon in Lyon, France.the Massachusetts Institute of Technology.

Christopher J. Sobecki. Mr. Sobecki has been a director since our acquisition by Artal Luxembourg S.A. onin September 29, 1999. He served as a member of our former Interim Office of the Chief Executive Officer from September 2016 to July 2017. Mr. Sobecki is a Managing Director of The Invus Group, LLC, which he joined in 1989. He received an M.B.A. from the Harvard Business School. He also obtained a B.S. in Industrial Engineering from Purdue University. Mr. Sobecki is a director of Lexicon Pharmaceuticals, Inc. and a number of private companies of which Artal or Invus, L.P. are shareholders.

Oprah Winfrey.Ms. Winfrey has been a director since October 2015. Since January 2009, Ms. Winfrey has served as the Chairman of her cable network, OWN: Oprah Winfrey Network, taking on the role of CEOChief Executive Officer in July 2011. Previously, she founded Harpo, Inc. in 1986, under which she has launched numerous media and entertainment businesses, including O, The Oprah Magazine and Harpo Films, in addition to producing the award-winning talk show “The‘The Oprah Winfrey Show”Show’ for 25 years. Ms. Winfrey is a global media leader, philanthropist, producer and actress. She also has been serving as a member of the Smithsonian’s advisory council since 2004.

Director Qualifications

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’ individual biographies set forth immediately above. In particular, the Board of Directors and NCG Committee considered:

In addition, with regard to each of Messrs. Debbane, Amouyal, Fajgenbaum Lainovic and Sobecki, the Board of Directors and NCG Committee also considered their respective positions with The Invus Group, LLC, the exclusive investment advisor to Artal. Mr. Lainovic was a principal with The Invus Group, LLC, but since 2007 has been the Managing Partner of Invus Financial Advisors, LLC, a New York-based investment firm.

Arrangements and Understandings

As previously disclosed, the ShareWinfrey Purchase Agreement (as defined hereafter) that the Company entered into with Ms. Winfrey on October 18, 2015 providesinitially provided Ms. Winfrey with the right to be nominated as 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 will commence and continue through the earlier of the date of the Company’s 2025 annual meeting of shareholders or May 31, 2025. Throughout such second term, except as otherwise prohibited by applicable law, the Company will cause Ms. Winfrey to be nominated as a director of the Company. These amendments will not become operative if the shareholders do not approve the Option Agreement as presented in “Proposal 3—Approval of the Option Agreement with Ms. Oprah Winfrey.” Additionally, pursuant to the Corporate Agreement the Company entered into with Artal in November 2001, which was amended in July 2005, the Company agreed that so long as Artal beneficially owns 10%3% or more but less than a majority, of its then outstanding voting stock, Artal has the right to nominate a number of directors approximately equal to that percentage multiplied by the number of directors on the Board of Directors. This right to nominate directors does not restrict Artal from nominating a greater number of directors. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons” for further information on these and other arrangements between the Company and Ms. Winfrey and Artal, as applicable.arrangements.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Audit fees for fiscal 20152019 and fiscal 20142018 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 20152019 and fiscal 2014,2018, 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 20152019 and fiscal 20142018 and (iii)  reviews of documents filed with the SEC.

Audit-Related Fees

The audit-relatedAudit-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 20152019 and fiscal 20142018 were for professional services rendered by PricewaterhouseCoopers related to the issuance of various special reports, including statutory reports.

Tax Fees

Tax fees for fiscal 20152019 and fiscal 20142018 were for services rendered by PricewaterhouseCoopers primarily related to tax compliance. Tax fees for fiscal 2015 also includedcompliance and various special projects.projects (including advice on tax examinations).

All Other Fees

All other fees for fiscal 20152019 and fiscal 20142018 were for services rendered by PricewaterhouseCoopers primarily related to cybersecurity risk assessments, assistance with statutory account filings and other miscellaneous professional services.

All audit-related services, tax services and other services werepre-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’sPre-Approval Policy for Audit andNon-Audit Services provides forpre-approval of audit, audit-related, tax and other services specifically described in appendices to the policy. Such services arepre-approved up to a specified fee limit and for a term of 12 months from the date ofpre-approval, unless the Audit Committee provides for a different period. All other permitted services, as well as proposed services exceeding thepre-approved fee limit, must be separatelypre-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 SVP 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 memberspre-approval authority with respect to permitted services. The Audit Committee delegated specificpre-approval authority to its chairperson, provided that the estimated fee for any such proposedpre-approved service does not exceed $75,000$100,000 in the aggregate. Pursuant to this delegation, the chairperson must report anypre-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 20152019 and fiscal 2014:2018:

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 2015.2019.

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, Steven M. Altschuler and Cynthia Elkins,Tracey D. Brown, is an “independent” director based on Rule10A-3 of the Exchange Act, the listing standards of the NYSENasdaq, 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 2015,2019, 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 Auditing Standard No. 16 “Communications with Audit Committees”.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 ofnon-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 haspre-approved all fiscal 20152019 audit and permissiblenon-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 Form10-K for fiscal 2015.2019.

The Audit Committee has selected PricewaterhouseCoopers as the Company’s independent registered public accounting firm for fiscal 2016,2020, and the Board of Directors has approved submitting such selection to the shareholders for ratification.

This report is being provided by the following independent directors who constituted the Audit Committee as of March 10, 2016,4, 2020, the date of the approval of this report by the Audit Committee.

Respectfully submitted,

Audit Committee

Denis F. Kelly, Chair

Steven M. Altschuler

Cynthia ElkinsTracey D. Brown

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 Form10-K for fiscal 20152019 and included in this Proxy Statement.

Respectfully submitted,

Compensation and Benefits Committee

Raymond Debbane, Chair

Steven M. Altschuler

PhilippeChristopher J. AmouyalSobecki

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This discussion explains the Company’s executive compensation program with respect to fiscal 20152019 as it relates to the following “named executive officers”:

This discussion has three sections with respect to fiscal 2015 executive compensation.sections. 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 discuss specific practices as they relate to the five elements of our executive compensation program. In the third section, we provide analysis of decisions regarding compensation for the named executive officers with respect to fiscal 2015.2019.

The Compensation Committee considered the voting results of the advisory,non-binding “say-on-pay”“say-on-pay” vote at our 2014 annual meeting of shareholders2019 Annual Meeting in connection with the discharge of its responsibilities. Our shareholders expressed their support of our named executive officer compensation with a substantial majority of the votes cast voting to approve the compensation of our named executive officers described in our 20142019 proxy statement. The majority vote reflected continued support of our executive compensation program and was an increase in the level of support from the prior year’s advisory vote. The Compensation Committee considered this outcome, as it does every year, and asked management to continue its efforts to seek additional shareholder input. The Company’s Vice President, Investor Relations and its General Counsel and Secretary subsequently engaged in discussions with certain institutional investors. These investors expressed appreciation for our outreach efforts. The topics discussed included, among other things, our compensation philosophy, pay for performance, the institutional investors’ overall views regarding prudent corporate governance, including board and executive team composition, executive compensation, risk and strategy oversight, and governance structure. Following the Compensation Committee’s review and consideration of this shareholder support, as well as the other factors discussed in more detail in“—Determination of Executive Compensation”, the Compensation Committee determined to make no changes to its approach to executive compensation except as discussed further in this “Compensation Discussion and Analysis”.

At our 2011 annual meeting of shareholders, a majority of our shareholders voted for “say-on-pay” proposals to occur every three years. In light of this voting result on We understand the frequency of “say-on-pay” proposals, the Board of Directors decided that the Company will present “say-on-pay” proposals every three years until the next required vote on the frequencyimportance of shareholder votesoutreach. The Company expects to approve named executive officer compensation. Accordingly, we currently expect to hold the next “say-on-pay” vote at the 2017 Annual Meeting. We also currently expect the nextdo additional shareholder vote on the frequency of shareholder votes to approve named executive officer compensation to occur at the 2017 Annual Meeting.outreach in fiscal 2020.

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 to help consumers manage their weightinspire people to adopt healthy habits for real life and lead healthier, more active, happier lives.to deliver wellness for all. In furtherance of this philosophy, our executive compensation program is designed to achieve the following key objectives:

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

Elements of Executive Compensation

In furtherance of our compensation philosophy and in order to achieve the key objectives listed above, for the Company’s executive compensation program in fiscal 2015,2019, we used the following compensation elements:

These elements combine to promote the Company’s compensation philosophy and achieve the Company’s compensation objectives as described above. Base salary, retirement and deferred compensation 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 to 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.

Competitive Considerations

The Company is a unique, global organization that operates and recruits across diverse markets and types of business lines and necessarily must make each compensation decision in the context of the particular situation, including the characteristics of the executive’s specific role, responsibilities, qualifications and experience. The Company takes into account general information about the competitive market for talent, but because of the uniqueness and mix of business in which the Company is engaged, the Company believes that strict benchmarking against a select group of companies does not provide a meaningful basis for establishing compensation. Therefore, the Company does not attempt to maintain a specific target percentile with respect to a specific list of peer or benchmark companies in determining compensation for senior executives, including named executive officers. However, the Company does periodically review information regarding compensation trends and levels from a variety of sources in order to obtain a general understanding of current compensation practices. These sources vary depending on the position as well as geography. These sources include broad public company indexes and resources and market data provided by outside executive recruiting and consulting firms. For example, in fiscal 2013, the Compensation Committee reviewed general market data related to option awards provided by Frederic W. Cook & Co., Inc. (“FW Cook”), an independent executive compensation consulting firm, in connection with the Compensation Committee’s engagement of FW Cook as further discussed below.third parties.

Policy Regarding Executive Common Stock Ownership

The Company has no formal policy regarding Common Stock ownership or retention by the Company’s senior executives, including the named executive officers. However, the Company encourages senior executives to retain ownership of a portion of the equity-based incentive compensation that they have been awarded. The Company encourages this equity retention so that our senior executives’ interests are more closely aligned with the interests of our shareholders.

Policy Regarding Hedging

Pursuant to the Company’s Amended and Restated Securities Trading Policy, all Company employees (including officers) and directors may not engage in any hedging or monetization transactions with respect to Company securities, including, but not limited to, through the use of financial instruments that are designed to hedge or offset any decrease in the market value of equity securities granted as compensation or held directly or indirectly, such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments. Short-term investment activity in Company securities, such as trading in or writing options, arbitrage trading or “day trading,” is also prohibited. In addition, employees and directors may not take “short” positions in Company securities.

Determination of Executive Compensation

Roles and Responsibilities

The Compensation Committee determines the compensation for each of the named executive officers. All three current Compensation Committee members are non-managementnon-employee directors of the Company. Mr. Amouyal, who ceased his service as a member of the Compensation Committee effective February 26, 2019, was also anon-employee director of the Company. From time to time during the fiscal year, the Compensation Committee reviews the base salary, bonus,cash bonuses, equity-based incentive compensation and other material benefits, direct and indirect, of the named executive officers.

The Chief Executive Officer does not participate in the Compensation Committee’s deliberations or decisions with regard to hisher compensation. At the Compensation Committee’s request, the Chief Executive

Officer reviews the performance of the other named executive officers. NoTypically, no other senior executive, except the Company’s principal human resources executive, has any regular input into executive compensation decisions.

The Compensation Committee gives consideration, when determining appropriate executive compensation, to the named executive officer’s impact on the Company’s results, scope of responsibility, past accomplishments and prior experience, data on prevailing compensation levels and other similar factors. The Compensation Committee also gives considerable weight to the Chief Executive Officer’s evaluation of the other named executive officers because of hisher direct knowledge of each executive’s performance, responsibilities and contributions. For each named executive officer, the Compensation Committee determines each component of compensation based on its assessment of the executive’s achievement of his or her individual performance goals and objectives, as applicable, as well as the Company’s overall achievement of its goals and objectives.

From time to time, the Compensation Committee has engaged outside executive recruiting and consulting firms to review aspects of the executive compensation program for the Company’s executives. For example, the Compensation Committee engaged FW Cook in fiscal 2013 to provide information on the design and financial implications of performance-vesting option awards for employees, including the named executive officers. This engagement commenced during the second half of fiscal 2013 and continued through the third quarter of fiscal 2014. The Compensation Committee periodically seeks input from these outside consulting firms on a range of external market factors, including evolving compensation trends, market data and market survey data. These outside consulting firmspay program design. For example, in September 2019, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent compensation consultant and this engagement continues in fiscal 2020. Compensation consultants are engaged directly by the Compensation Committee, although these consultants may also provide general observations onperiodically interact with management to gather relevant data, to implement compensation plans and programs, and to assist in the preparation of the Company’s proxy statement and other public filings. The Compensation Committee reviews the independence status of any such compensation programs, butconsultant and has determined that the work provided by FW Cook has not raised any conflicts of interest. The Compensation Committee has sole authority to hire compensation consultants, determine the nature and scope of and the compensation for their services, evaluate their performance, and terminate their services. Compensation consultants do not determine the amount or form of compensationexecutive and director compensation; their role is limited to providing data and advice to the Compensation Committee for any executive.its consideration and attending Compensation Committee meetings as requested. The Compensation Committee considersmay consider these inputs, observations and informationadvice from compensation consultants as one factor in making decisions with respect to compensation matters along with information and analyses it receives from management and its own judgment and experience. The Compensation Committee has

Ms. Grossman is employed by the ultimate authorityCompany pursuant to engage compensation consultants.

Unless specifically required by law oran employment agreement she entered into with the Company on April 21, 2017 (the “Grossman Employment Agreement”). In accordance with local practice in France, Ms. Pollier is also employed by the Company generally does not employ executives pursuant to an employment agreements. Other than Mses. Lemmens and Pollier, who hadagreement. Ms. Mowbray was employed by the Company pursuant to an employment agreement in accordance with local practice in the United Kingdom and France, respectively, noneCanada. None of the other named executive officers has an employment agreement with the Company.

Base Salary

The objective of base salary is to provide fixed compensation to an executive that reflects his or her job responsibilities and performance. Base salary is determined for the named executive officers by the Compensation Committee based on its subjective evaluation of a variety of factors, including the executive’s position, level and scope of responsibility, prior experience and past accomplishments. In addition, the Compensation Committee reviews data on prevailing compensation levels to obtain a general understanding of current base salary practices.

Base salary levels are reviewed and approved by the Compensation Committee annually, typically 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. Base salary levels are based on the Compensation Committee’s evaluation of the individual’s strengths, performance, development and expected future contributions with respect to the Company’s goals and objectives, including those related to strategic initiatives, relevant to the individual’s compensation, as well as the Company’s overall financial performance and other general economic factors in the marketplace such as inflation. In addition, the Compensation Committee compares the base salaries of the named executive officers to ensure internal equity.

Cash Bonuses

Annual, Performance-Based Cash Bonus

The Company’s executive compensation program provides for a variable cash bonus that is linked to annual performance. The objective of this compensation element is to compensate executives annually based on the achievement of specific individual and Company annual performance objectives.objectives, as applicable.

Each named executive officer’s annual cash bonus is determined as a percentage of the executive’s base salary. As with base salary, the Compensation Committee determines each named executive officer’s annual

target bonus percentage based on its subjective evaluation of a variety of factors, including the executive’s position, level, and scope of responsibility and expected future contributions, and review of competitive conditions and data on prevailing compensation practices and levels. From time to time, the Compensation Committee reviews executives’ annual target bonus percentages and may make adjustments based on the Compensation Committee’s evaluation of an executive’s strengths, development and expected future contributions, changes in the executive’s responsibilities, and internal pay equity, as well as its review of data on prevailing compensation practices and levels.

In most years, the annual target bonus percentage for each named executive officer may be over- or under-achieved based on a combination of the achievement of the Company’s financial performance goals in the fiscal year and the named executive officer’s performance during the fiscal year against his or her individual performance goals, except in the case of the Company’s Chief Executive Officer and Chief Financial Officer, whose annual, performance-based cash bonuses are based solely on the achievement of the Company’s financial performance goals in the fiscal year. In fiscal 2019, the Company weighted its financial performance goals as follows: (i) 33.3% with respect to revenue trends in the first quarter of fiscal 2019 and (ii) 66.7% with respect to operating income objectives for fiscal 2019.

In fiscal 2015,2019, for each of Mr. ChambersMs. Grossman and Mr. Hotchkin, the Company’s overall financial performance of the Company for the fiscal year according to the weighting detailed above determined 100% of her and his annual, performance-based cash bonus. In fiscal 2015,2019, for Ms. Lemmens, a combination of the Company’s overall financial performance (33%) and the financial performance of the United Kingdom business (67%) for the fiscal year determinedPollier, 75% of her annual, performance-based cash bonus was determined by financial performance according to the weighting detailed above as follows: with respect to both the applicable Q1 Revenue Goals (as defined hereafter) and her individual performance determined the remaining 25%. In fiscal 2015, for Ms. Pollier,applicable OI Goals (as defined hereafter), a combination of the Company’s overall financial performance (33%of the Company (50%) and the financial performance of the CE, ANZ and ANZ business (67%UK businesses (50%) for the fiscal year determined 75% of her annual, performance-based cash bonus and her. Ms. Pollier’s individual performance determined the remaining 25%. of such cash bonus. In fiscal 2015,2019, for Mr. Colosi, the Company’s overall financial performance of the Company for the fiscal year according to the weighting detailed above determined 75% of his annual, performance-based cash bonus and his individual performance determined the remaining 25%. Since Ms. LysyjMowbray left the Company in March 2015,2019, she didwas not eligible to participate in the fiscal 20152019 annual, performance-based cash bonus plan.

Deductibility of Annual, Performance-Based Cash Bonus under Section 162(m)

The Compensation Committee believes it is in the best interests of the Company and its shareholders for the Company to provide an annual, performance-based cash bonus to executive officers that can be deducted by the Company for federal income tax purposes. Therefore, with respect to fiscal 2015, the Compensation Committee approved an annual, performance-based cash bonus structure which provides certain of the Company’s senior executive officers selected by the Compensation Committee the opportunity to receive an annual, performance-based cash bonus with respect to fiscal 2015 that is intended to qualify as tax-deductible “performance-based compensation” within the meaning of Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). All of our named executive officers, other than Ms. Lysyj who was not selected given her departure date from the Company, were selected by the Compensation Committee to participate in this annual, performance-based cash bonus structure. While Mr. Hotchkin was selected to participate, given his position as Chief Financial Officer, his annual, performance-based cash bonus is not subject to the deduction limitations under Section 162(m).

Annual, performance-based cash bonuses that were intended to qualify as “performance-based compensation” under Section 162(m) were funded upon the Company achieving a minimum of $100.0 million of operating income, as reported in the Company’s audited financial statements, for fiscal 2015. The Compensation Committee selected this financial measure because it is an important indicator of the Company’s financial performance during the fiscal year and shareholder value. Upon achievement of this financial measure, the maximum award payable to a participating senior executive is 200% of his or her target bonus percentage. However, this maximum award amount is not an expectation of the actual annual, performance-based cash bonus that will be paid. Rather, these amounts represent the maximum amount of bonus awards that the Compensation Committee may approve as “qualified performance-based compensation” for tax purposes pursuant to Section 162(m). Once the operating income financial measure is determined to be met by the Compensation Committee following the close of the fiscal year, the Compensation Committee exercises its “negative

discretion” as permitted under Section 162(m) to determine the actual annual, performance-based cash bonus for each participating senior executive officer using the guidelines and performance criteria for annual, performance-based cash bonuses generally applicable to all executives as described below. If the operating income financial measure threshold had not been met for fiscal 2015, no participating senior executive officer would have received an annual, performance-based cash bonus.

General Guidelines and Performance Criteria for Annual, Performance-Based Cash Bonuses

In general, for each fiscal year, each executive including participating named executive officers and other senior executive officers for whom the Compensation Committee exercises “negative discretion” as permitted by Section 162(m) as described above, receives an annual, performance-based cash bonus payment between 0% and 200% of his or her annual target bonus percentage. An executive’s annual, performance-based cash bonus payment is determined and computed based on the financial performance goal ratings applicable to the executive and resulting financial percentage payout amounts for the fiscal year and, except for the Chief Executive Officer and the Chief Financial Officer, the executive’s individual performance rating and resulting individual percentage payout amount for the fiscal year.

The methodology and approach used by the Compensation Committee to determine these financial performance goal and individual performance ratings and related percentage payout amounts are as follows:

Determination of Financial Performance Goal Ratings and Financial Performance Percentage Payouts

The Compensation Committee generally establishes the financial performance goals each year based on the Company’s internal annual operating plan. Historically, the Compensation Committee has generally selected

target operating income objectives for financial performance goals. The Compensation Committee selected these operating income performance goals because they are important indicators of the Company’s financial performance during the fiscal year and shareholder value. However, given the Company’s intentIn keeping with its recent practice of seeking to focus on improving its recruitment trendsbalance incentives for first quarter revenue growth and generating positive cash flow to maintain strong liquidity in fiscal 2015,full year profitability, the Compensation Committee determined that the 20152019 financial performance goals should be based on the following objectives with the specified percentage allocations:

Upon completion of the fiscal year, the Compensation Committee assesses the performance of the Company against the Company’s financial performance goals by comparing the actual fiscal year results to thepre-determined target objectives. The Compensation Committee has reserved the ability to adjust the actual fiscal year results to exclude the effects of extraordinary, unusual or infrequently occurring events or, solely in the case of target cash objectives, changes in accounting principles. The Compensation Committee believes that the evaluation of the Company’s financial performance goals areis best achieved if the actual fiscal year results are adjusted to exclude thesecertain items while the target objectives remain fixed. For the fiscal 2019 financial performance goals, the Compensation Committee reserved the ability to adjust the actual fiscal year results to exclude, if any, the effects of extraordinary, unusual or infrequently occurring events or changes in accounting principles and to exercise discretion with respect to (i) in the case of a Q1 Revenue Goal, material matters of managerial or accounting judgment, and (ii) in the case of an OI Goal, matters of accounting judgment, allocation and relative financial performance between business units.

In fiscal 2015,2019, the financial performance goal ratings, and the corresponding financial performance percentage payouts, for the portion of each eligible named executive officer’s annual cash bonus determined by the Company’s achievement of its financial performance goals was determined based on the following scales:

Range of Financial Performance Goal Ratings/Percentage Payouts—Q1 RecruitmentsRevenues

Range of Financial Performance Goal Ratings/Percentage Payouts—Q2-Q4 Meetings and Online RecruitmentsFull Year Operating Income

Range of Financial Performance Goal Ratings/Percentage Payouts—Cash

The Compensation Committee establishes the financial performance goals so that the minimum performance level is reasonably likely to be achieved, while the target financial performance goals are more challenging. For example, with respect to the global Q1 Revenue Goal, the revenue target assumed significant revenue growth versus the prior year period and the related percentage payout threshold aligned with such goal for the period. In recent fiscal years, the Company has met, exceeded and not achieved the target financial performance goals.

With respect to the annual, performance-based cash bonuses for fiscal 2015, based on the Company’s failure to achieve its Q1 Recruitment Goals, which were set in December 2014, the Compensation Committee determined in the first quarter of fiscal 2015 that the financial performance goal ratings and corresponding financial performance percentage payouts with respect to fiscal 2015 for certain executives of the Company, including the participating named executive officers, would be no greater than 75%.

Determination of Individual Performance Rating and Individual Performance Percentage Payout

All executives, including named executive officers other than the Chief Executive Officer and Chief Financial Officer, have individual performance goals for each fiscal year. Typically, individual performance

goals are set by the executive’s manager during each fiscal year and vary depending on the Company’s business and 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 for the past year based on the executive’s performance against his or her individual performance goals. The executive’s manager also determines the individual performance percentage payout for the executive based on his or her individual performance rating.

An executive can receive an individual performance percentage payout of between 0% and 200% for the portion of his or her annual cash bonus determined by the executive’s individual performance. Achieving the target individual performance goal for all individual performance objectives would yield an individual performance percentage payout of between 80% and 110% as determined in the discretion of the executive’s manager. IfAn executive is only eligible for an executive fails to achieve at least a threshold level of individual performance and beannual, performance-based cash bonus if he or she is awarded by his or her manager an individual performance percentage payout of at least 25%, he or she is not eligible for any annual, performance-based cash bonusmore, regardless of whether the Company achieves the threshold financial performance goals for the year. Typically, the Chief Executive Officer initially determines the individual performance percentage payouts for the other eligible named executive officers (other than the Chief Financial Officer whose payout is based solely on the Company’s financial performance percentage payout). These individual performance percentage payout determinations are then reviewed by the Compensation Committee when it approves the eligible named executive officers’ annual, performance-based cash bonuses.

Payout of Annual, Performance-Based Cash Bonus

After the close of a fiscal year, the Compensation Committee determines and approves the amount of the annual, performance-based cash bonus to be paid to each eligible named executive officer. The payout typicallygenerally occurs in March or April of the fiscal year following the fiscal year to which the annual, performance-based cash bonus relates. There is no provision for the adjustment or recovery of a cash bonus paid to a named executive officer if the results in a previous year are subsequently restated or adjusted in a manner that would have originally resulted in a smaller or larger bonus. However, the annual, performance-based cash bonus is not paid until after the completion of the annual audit of the Company’s financial statements by the Company’s independent registered public accounting firm for the applicable fiscal year.

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 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, stock options, RSUs, PSUs and/or other equity-based awards. The principal objective of the Company’s long-term equity incentive compensation program 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. The Company also believes that the practice of granting equity-based awards is important in recruiting, retaining motivating and recruitingmotivating the key talent necessary to ensure the Company’s continued success.success and, in the case of performance equity-based awards, in aligning compensation with the Company’s long-term strategic goals.

Mix of Equity Incentive Compensation

The Company’s long-term equity incentive compensation has historically taken the form of a mix ofnon-qualified stock option and RSU awards and more recently a mix of RSU and PSU awards. These two vehicles rewardStock options and Stock Units incentivize shareholder value creation in slightly different ways. Stock options (which historically have generally only had time-vesting criteria to vest (“Time-Vesting Options”), terminated within ten years from date of grant, and had exercise prices equal to the average of the closing price of our Common Stock on the grant date and the four previous trading days on the NYSE)days) reward executives only if the stock price increases in comparison to the exercise price. Thus, stock options directly rewardincentivize creation of shareholder value after the grant date. RSUsStock Units (which vary in value depending on the stock price

of our Common Stock prior to vesting) are impacted by all stock price changes, so the value to executives is affected by both increases and decreases in stock price from the market price at the date of grant.

Since fiscal 2016, annual awards have consisted of a mix of RSUs and PSUs in order to further align our long-term equity incentive compensation program with the Company’s long-term strategic goals. For further details on this mix of RSUs and PSUs for the fiscal 2019 annual awards, see “—2019 Executive Compensation Determinations—Long-Term Equity Incentive Compensation—Annual Awards” below. The Compensation Committee continued to believe that an annual award consisting solely of Stock Units was the most appropriate form of long-term equity incentive compensation to award our executives. Although an RSU’s or PSU’s value may increase or decrease with changes in the stock price during the period before vesting, it will continue to have value in the long-term, encouraging retention and achievement of strategic goals, as well as rewarding shareholder value creation.

In fiscal 2013 and fiscal 2014, long-term equity incentive compensation of named executive officers took the form of a combination of non-qualified stock option and RSU awards. In fiscal 2014, the Compensation Committee determined that executives’ fiscal 2014 annual, long-term equity incentive compensation awards would consist solely of RSUs, as compared to the historic practice of awarding a mix of Time-Vesting Options (defined below) and RSUs. The Compensation Committee continued this practice of awarding solely RSUs for the 2015 annual, long-term equity incentive compensation awards. The Compensation Committee continued to believe that the annual award of solely RSUs was the most appropriate form of long-term equity incentive compensation to award our executives because although an RSU’s value may increase or decrease with changes in the stock price during the period before vesting, it will have value in the long-term, encouraging retention, as well as rewarding shareholder value creation. Additionally, in fiscal 2015, eligible named executive officers who participated in the Option Exchange (defined below) received non-qualified stock options in connection with their tender of eligible stock options. For additional details on the Option Exchange, see “—Option Exchange”. The Compensation Committee may in the future adjust this mix of award types or approve different award types as part of the further development of its long-term equity incentive compensation program.

Stock Option Awards Generally

The vesting of stock options is generally solely time-based (“Time-Vesting Options”) and differs depending on whether the award is an annual award, a hiring award or a special award, as described below. Generally, option vesting rights cease upon a holder’s termination of employment, death or disability, and exercise rights cease one year after the holder’s termination for death or permanent disability, 90 days after a holder’s termination for reasons other than for “cause,” death or permanent disability, or retirement, and immediately upon a termination for “cause”. Upon a termination for “cause” or a transfer in violation of the underlying terms and conditions of the award, all options, whether vested or unvested, generally terminate. In addition, Time-Vesting Options generally vest and become exercisable immediately prior to a change of control, and generally terminate within ten years from date of grant depending on the type of award.

RSU Awards Generally

The vesting of RSUs is generally time-based and differs depending on whether the award is an annual award, a hiring award or a special award, as described below. Generally, upon a holder’s termination of employment or transfer in violation of the underlying terms and conditions of the award, all vesting in the holder’s RSUs shall cease and the unvested portion of the RSUs shall be cancelled without payment. However, RSUs generally immediately vest on the first to occur of (1) the vesting date, (2) a change of control, (3) death of the holder and (4) the date the holder’s employment with the Company is terminated due to permanent disability. In addition, prior to the vesting of an RSU, the holder has no rights as a shareholder with respect to the shares subject to such RSU, including voting rights, except that the holder has the right to receive accrued cash dividend equivalents, if any, upon the date the RSU vests.

Types of Awards

Annual Awards. Historically, annual awards consisted of Time-Vesting Options, RSUs or a combination of both. Stock options granted with respect toAs discussed above, since fiscal 2016, the annual awards generally have exercise prices equal to the averageconsisted of the closing price of our Common Stock on the grant dateRSUs and the four previous trading days on the NYSE as well as three-year cliff vesting, and are not subject to Company performance targets.PSUs. RSUs granted with respect to annual awards generally have three-year clifftime-vesting criteria (generally vesting over three years) and are not subject to Company performance targets. AnnualPSUs granted with respect to annual awards constituting stock options generally terminatehave time-vesting criteria (generally vesting on the tenththird anniversary of theirthe applicable grant date.date) and performance-vesting criteria. The

Company’s historichistorical practice washas been to (i) grant the portion of annual awards in Marchconsisting of each year. In fiscal 2012, the Compensation Committee determined to grant annual awardsRSUs in two equal installments: the first on May 15^th of each year and the second on November 15^th of each year; provided, however, in the event such date falls on a weekend, the applicable grant is made on the trading day of the NYSE immediately preceding that date.date and (ii) grant the portion of annual awards consisting of PSUs in one installment on the same date that the first installment of the RSU annual awards is granted. With respect to the fiscal 2017 annual award, the Company granted the RSUs in two installments on May 15, 2017 (except in the case of Ms. Grossman’s award, the first installment of which was granted on July 5, 2017, her employment commencement date, and vestedone-third on each of May 15, 2018 and May 15, 2019 and will vestone-third on May 15, 2020) and November 15, 2017 consistent with its historical practice and granted the PSUs in one installment on May 15,

2017 (except in the case of Ms. Grossman’s award, whichone-time installment was granted on July 5, 2017 and, with respect to its time-vesting criteria, will vest on May 15, 2020). With respect to the fiscal 2018 annual award, consistent with its historical practice, the Company granted the RSUs in two installments on May 15, 2018 and November 15, 2018 and granted the PSUs in one installment on May 15, 2018. However, with respect to the fiscal 20152019 annual award, the Company granted both the RSUs were granted on June 15, 2015 and vested 50%PSUs in one installment on April 1, 201615, 2019 and such RSUs will vestone-sixth on each of April 15^th and October 15^th of 2020, 2021 and 2022.Historically, stock options granted with respect to annual awards have exercise prices equal to the average of the closing price of our Common Stock on the grant date and the remainder will vestfour previous trading days as well as three-year cliff vesting, and are not subject to Company performance targets. Annual awards constituting stock options generally terminate on April 1, 2017.the tenth anniversary of their grant date. See “—Annual Equity Grant Procedures” for additional details on annual awards.

Hiring Awards. Historically, hiring awards consisted of Time-Vesting Options, RSUs or a combination of both. Historically, hiringHiring awards for newly-hired named executive officers, if granted, were granted promptly following their hire with their first day of employment coinciding with the grant date of the award. Stock options granted with respect to hiring awards generally have exercise prices equal to the average of the closing price of our Common Stock on the grant date and the four previous trading days on the NYSE. Thesedays. Generally, these stock options and RSUs granted on the first day of employment vest proportionately and become exercisable in annual increments over a three- to five-year period. In addition, from time to time, hiring awards for newly-hired named executive officerssenior executives are structured such that the stock options and/or RSUs awarded are granted in two equal installments with grant dates that align with the grant dates of the annual awards made in the fiscal year of hire. In such cases, when a newly-hired namedsenior executive officer commences employment after May 15th,15^th, the grant date of the first installment has typically been the first day of employment or the 15th15^th day of the calendar month following the first day of employment. These stock options and RSUshiring awards that are aligned with annual awards generally vest proportionately and become exercisable in annual increments over a three- to five-year period and/or have three-year cliff vesting. The Compensation Committee may establish separate vesting and exercisability for each installment. Hiring awards constituting stock options generally terminate on the tenth anniversary of their grant date.

Ms. Grossman’s hiring award in fiscal 2017 consisted of a combination of Time-Vesting Options and RSUs which were all granted in one installment on her first day of employment, July 5, 2017. These options and RSUs vest proportionately per year over four years on each anniversary of the grant date. The exercise prices for these options were not established per the Company’s historical practice but were fixed prices agreed upon by the Compensation Committee in connection with the negotiation of the Grossman Employment Agreement to incentivize performance and creation of shareholder value. Additionally, unlike the Company’s historical practice, these options terminate on the seventh anniversary of their grant date.

Special Awards. From time to time, special awards of stock options, RSUs or a combination of both may be made to certain named executive officers in connection with a promotion, change in or assumption of new job responsibilities or other special circumstance. Historically, such special awards consisted of stock options, RSUs, PSUs or a combination thereof. With respect to stock options and RSUs granted, vesting and exercisabilityexercise prices are established at the time the Compensation Committee grants special awards. Historically, theseThese special awards of stock options and RSUs generally have time-based vesting criteria in the form of annual increments over three to five years and any such stock option awards terminate on the tenth anniversary of their grant date. With respect to special awards of PSUs, the vesting criteria is typically the same as those PSUs granted as an annual award in that same year.

Option Exchange

In fiscal 2013 and fiscal 2014, as a means of attracting, motivating and retaining employees over time to promote the Company’s long-term financial and strategic success, the Compensation Committee determined to grant to certain executives, including the named executive officers, special performance-based stock option awards having both time- and performance-vesting criteria (“T&P Options”). In fiscal 2015, the Board of Directors determined that the T&P Options had exercise prices and stock price performance vesting hurdles that were significantly higher than the then-current market price of our Common Stock. As a result, the T&P Options had little or no value as an incentive to retain and motivate these employees. Accordingly, in fiscal 2015, upon the recommendation of the Board of Directors, the Company’s shareholders approved an amendment to the Company’s 2014 Stock Incentive Plan (as amended, the “2014 Plan”) to permit a one-time stock option exchange program (the “Option Exchange”) pursuant to which the Company offered eligible employees the opportunity to exchange certain eligible T&P Options on a (a) two-for-one basis for new stock options (“Replacement Options”) for all eligible employees, other than Mr. Chambers (i.e., so that the Replacement Options would cover half as many shares as the corresponding surrendered options) and (b) 3.5-for-one basis for Replacement Options for Mr. Chambers (i.e., so that the Replacement Options would cover a number of shares equal to the quotient of the number of shares covered by the corresponding surrendered options divided by 3.5). The Option Exchange was designed to create better incentives for employees to remain with the Company and contribute to the attainment of its business and financial objectives. To participate in the Option Exchange, eligible employees, including the named executive officers (other than Ms. Lysyj), were required to tender all of their eligible T&P Options. Ms. Lysyj was not eligible to participate in the Option Exchange as she left the Company on March 31, 2015 prior to the commencement of the program. The Replacement Options are Time-Vesting Options with a ten year

term and vest over three years with 25% of the stock options vesting on each of the first and second anniversaries of the grant date and 50% of the stock options vesting on the third anniversary of the grant date. All eligible named executive officers participated in the Option Exchange and tendered all of their T&P Options that were then cancelled pursuant to the terms of the Option Exchange. See “—2015 Executive Compensation Determinations—Long-Term Equity Incentive Compensation—Option Exchange” and the Grants of Plan-Based Awards for Fiscal 2015 table for additional details on such tender of T&P Options and the issuance of Replacement Options in exchange thereof pursuant to the Option Exchange. All T&P Options awarded to Ms. Lysyj were forfeited in connection with her departure from the Company. All Replacement Options granted to Ms. Lemmens pursuant to the Option Exchange were forfeited in connection with her resignation from the Company.

Annual Equity Grant Procedures

The Compensation Committee administers our stock plans. In fiscal 2012,2019, pursuant to its equity grant procedures, the Compensation Committee determined that the Company’s equity grant procedures should be revised to no longer base awards on a particular amount of shares but to basebased annual awards on an aggregate dollar value based on a percentage of an executive’s base salary which would then be converted into a number of stock optionsRSUs and/or RSUsPSUs as described below. ForPursuant to its equity grant procedures, for awards that include bothare a mix of stock options, and RSUs and/or PSUs, the aggregate dollar value is typically divided between stock options and RSUsthe forms of equity based on percentage amounts approved by the Compensation Committee, with the dollar value for stock options being a higher percentage of the aggregate dollar amount in the case of senior executives given their performance has a more direct impact on the Company achieving its objectives and goals. In determining the amount of theCommittee.

Historically, annual awards for the named executive officers in fiscal 2015, the Compensation Committee reviewed the trading price of the Company’s equity at that time. Because the Compensation Committee did not believe that the price reflected the anticipated positive impact of the Company’s previously disclosed transformation plan, the Compensation Committee determined that any award amount was anticipated to increase in value as the Company’s stock price more fairly reflected the anticipated results of the Company’s transformation plan. Accordingly, the Compensation Committee determined not to base fiscal 2015 annual award amounts on a percentage of base salary, noting also that such an approach would be unduly dilutive to the Company’s Common Stock holders. Instead, the Compensation Committee determined that the annual award amounts for fiscal 2015 should be consistent with the aggregate number of RSUs that participants received in the fiscal 2014 annual equity award program.

Additionally, starting with annual awards made in fiscal 2012, the Compensation Committee determined that to reduce the exposure of annual awards to market volatility, among other things, annual awards would no longer be granted in one installment butgenerally would be granted (i) with respect to RSUs, in two equal installments. Theinstallments and (ii) with respect to PSUs, in one installment. Historically, the first installment of an annual award consisting of RSUs and/or PSUs is generally granted on May 15^th of each year (except in the case of a new employee who is granted the right to participate in the annual award program in his or her year of hire and whose employment start date is after May 15^th, in which case the first installment is granted on the 15^th day of the calendar month following such start date) and the second installment of an annual award consisting of RSUs is generally granted on November 15^th of each year; provided, however, in the event such grant date falls on a weekend, the applicable grant is made on the trading day of the NYSE immediately preceding that date. To provide for these two grant dates for annual awards, and any hiring award or special award that contemplates two or more grant dates, the aggregate dollar amounts allocated to either stock options, RSUs and/or RSUs,PSUs, as applicable, is divided evenly by the applicable number of grant dates and the resulting dollar amounts are then converted into stock options, RSUs and/or RSUsPSUs per grant date as described below. With respect to the fiscal 2017 annual award and consistent with historical practice, the Company granted the RSUs in two installments on May 15, 2017 (except in the case of Ms. Grossman’s award, the first installment of which was granted on July 5, 2017, her employment commencement date) and November 15, 2017 and granted the PSUs in one installment on May 15, 2017 (except in the case of Ms. Grossman’s award, whichone-time installment was granted on July 5, 2017). With respect to the fiscal 2018 annual award and consistent with historical practice, the Company granted the RSUs in two installments on May 15, 2018 and November 15, 2018 and granted the PSUs in one installment on May 15, 2018. In the case of the annual awards for the named executive officers in fiscal 2015,2019, the Compensation Committee determined to not provide for two grant dates but to grant these annual awards, both RSUs and PSUs, in one installment on JuneApril 15, 20152019 and to create better incentives for employeeshave the RSUs vestone-sixth on each of April 15^th and October 15^th of 2020, 2021 and 2022 to contributebalance vesting dates throughout the year to the execution of the Company’s transformation plan.improve employee retention.

Generally, when converting the aggregate dollar value for an annual award into a number of RSUs, PSUs or Time-Vesting Options, as applicable, the number of RSUs and PSUs granted has been determined based on the closing price of our Common Stock one week before the applicable grant date and the number of Time-Vesting Options granted has been determined based on the Black-Scholes value of an option with respect to our Common Stock one week before the applicable grant date and the number of RSUsdate.

Time-Vesting Options granted has been determined based on the closing price of our Common Stock one week before the applicable grant date.

Our stock optionsas an annual award have historically been generally granted at an exercise price determined by calculating the average of the closing price of our Common Stock on the grant date and the four previous trading days on the NYSE. With respect to the Replacement Options, the exercise price was calculated by calculating the greater of (a) the closing price per share of the Company’s Common Stock on the NYSE on the date of grant and (b) the average of the closing price of our Common Stock on the grant date and the four previous trading days on the NYSE.days. In certain circumstances, these calculations may result in an exercise price in excess of or less than the closing price of our Common Stock on the grant date.

All equity awards granted to named executive officers require the approval of the Compensation Committee or the Board of Directors.

Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements

The objectives of the Company’s retirement and deferred compensation plans and other retirement arrangements are to help provide financial security into retirement, reward and motivate tenure, and retain talent in a competitive market. In addition, the objective of the Company’s termination payments to senior executives is to help attract talent in a competitive market and, in the event of payments upon a change of control, is to motivate certain executives to remain with the Company despite the uncertainty that may arise in the context of change of control situations.

Savings Plans

We sponsor a savings plan for salaried and certain hourly U.S. employees, including our U.S. named executive officers. The savings plan is atax-qualified 401(k) retirement savings plan pursuant to which participants are able to contribute, on apre-tax basis, up to the lesser of 50% of their eligible earnings and the limit prescribed by the Internal Revenue Service. In recent years, the Company matched dollar-for-dollar 100% of the participant’s tax deferred contributions up to 3% of the participant’s eligible earnings. To encourage a higher level of contribution by participants, beginning in

fiscal 2016,2019, the Company will matchmatched 50 cents on each dollar of the participant’s tax deferred contributions up to 6% of the participant’s eligible earnings. All participant contributions to the savings plan are fully vested upon contribution. All matching contributions by the Company become vested on the date on which the participant’s aggregate service to the Company totals three years. Matching contributions also fully vest immediately upon the participant reaching the age of 65, becoming permanently disabled or dying, or being terminated by the Company without “cause”.

We also provide a Group Personal Pension SchemeRegistered Retirement Savings Plan for eligible, salaried U.K.full-time Canadian employees, in which Ms. LemmensMowbray participated. Contributions to this schemeplan by participating employees are madetax deductible. The Canada Revenue Agency imposes a limit on a pre-tax basis. Her Majesty’s Revenue & Customs has anthe aggregate annual tax free allowance for the total contribution that thean employee thecan make, and his or her employer and any third party can make for the employee’s benefit, to the plan during a given period (currentlytax year. For the 2019 tax year, 2015/16this annual limit is £40,000)was $20,257⁽¹⁾. Generally, the Company contributes betweenmatches an employee’s contributions up to 5% of the employee’s annual eligible earnings. In fiscal 2019, pursuant to the terms of her employment agreement and 9% (in the case of Ms. Lemmens,prior to her departure from the Company, contributed 9%) of an employee’s annual base salarythe Company made biweekly flat rate contributions to the Group Personal Pension Scheme, provided thatplan for Ms. Mowbray’s benefit of $4,983⁽²⁾ in the employee contributes a minimum of 2% of his or her annual base salary into the scheme.aggregate. All Company and employee contributions to the schemethis plan are fully-vestedfully vested upon contribution.

Executive Profit Sharing Plan

We have also established anon-qualified executive profit sharing plan for U.S. highly compensated employees, including the U.S. named executive officers. The executive profit sharing plan provides for a guaranteed monthly Company contribution for each participant based on the participant’s age and the participant’s eligible earnings. In addition, the executive profit sharing plan provides for supplemental Company contributions to be made at the discretion of the Company under certain circumstances.circumstances which the Company has not made in recent years. The Company will also creditcredits each participant’s executive profit sharing account with interest at an annual rate equal to the sum of (a) 2% plus (b) the annualized prime rate, as published in The Wall Street Journal, compounded as of the end of each fiscal month, subject to a cap of 15%.

The following table sets forth the guaranteed monthly contribution amounts based on selected ages of a participant:

At times in the past, the Company has approved supplemental contributions ranging from 50% to 100% of the aggregate guaranteed contribution amount for the applicable fiscal year. For fiscal 2015, the Company did not approve a supplemental contribution.

Contributions to a participant’s executive profit sharing account are fully vested upon the date on which the participant’s aggregate service to the Company totals three years. Contributions also generally fully vest immediately upon the participant reaching the age of 65, becoming permanently disabled or dying, or being terminated by the Company without “cause”. Generally, the vested contributions to a participant’s executive profit sharing account are paid to the participant, or his or her beneficiary or legal representative, as the case may be, following the participant’s termination of employment with the Company other than termination by the Company for “cause” in which case all benefits are forfeited by the participant. The timing of any such distribution following termination is subject to the terms of the executive profit sharing plan. The executive profit

sharing plan also provides for certain early payments from a participant’s executive profit sharing account in limited hardship situations subject to the terms of the plan.

Termination Payments upon a Change of Control

The Company has determined that it is in the best interests of its shareholders to reinforce and encourage the continued attention and dedication of our key executives to their duties, without personal distraction or conflict of interest in circumstances that could arise in connection with any change of control of the Company. Therefore, the Company has entered into continuity agreements with our named executive officers and certain other senior executives.

Each agreement generally has an initial termexecutives which provide for certain severance payments and provision of two to three years frombenefits upon a termination in connection with a change in control or, in the date of execution and continues to renew annually thereafter unless the Company provides 180-day advance written notice to the executive that the termcase of the agreement will not renew. However,named executive officers (other than Ms. Grossman) and such other executives, upon the occurrencea termination for long-term disability, retirement or death. For a more fulsome discussion of a “change in control” (as defined in the agreement) of the Company, the term of the agreement may not terminate until the second anniversary of the date of the change in control.

The continuity agreements for Messrs. Chambers, Hotchkin and Colosi provide that, among otherthese benefits, discussed more fully below in the section entitledsee “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon a Change of Control—Continuity AgreementsAgreements””, if (a) during the two-year period following a change in control of the Company, such named executive officer’s employment is terminated (other than termination by the Company for “cause” or by reason of death, disability or retirement), (b) during the three-month period prior to, but in connection with, or during the two-year period following, a change in control of the Company, such named executive officer voluntarily terminates his employment for “good reason”, or (c) an agreement is signed which would result in a change in control of the Company and during the period between the effective date of the agreement and a change in control of the Company, such named executive officer’s employment is terminated in connection with the change in control (other than termination by the Company for “cause” or by reason of death, disability or retirement), then he is entitled to receive, among certain.

other payments and benefits, a lump sum cash payment equal to three times the sum of (x) the named executive officer’s annual base salary on the date of the change in control (or, if higher, the annual base salary in effect immediately prior to when the notice of termination is given), and (y) the named executive officer’s target annual bonus under our bonus plan in respect of the fiscal year in which the termination occurs (or, if higher, the average annual bonus actually earned by the named executive officer in respect of the three full fiscal years prior to the year in which the notice of termination is given).

The continuity agreement for Mses. Lysyj, Lemmens and Pollier, and certain other senior executives who are not named executive officers, have (or in the case of Mses. Lysyj and Lemmens, had) similar terms and conditions as described above but entitle (or in the case of Mses. Lysyj and Lemmens, entitled) the executive to receive, among certain other payments and benefits, a lump sum cash payment equal to two times the sum of (x) the executive’s annual base salary on the date of the change in control (or, if higher, the annual base salary in effect immediately prior to when the notice of termination is given), and (y) the executive’s target annual bonus under our bonus plan in respect of the fiscal year in which the termination occurs (or, if higher, the average annual bonus actually earned by the executive in respect of the three full fiscal years prior to the year in which the notice of termination is given).

In connection with Ms. Pollier and the Company entering into her continuity agreement, Ms. Pollier and the Company also entered into a letter agreement on September 15, 2015 (the “Pollier Side Letter”). Pursuant to the Pollier Side Letter, Ms. Pollier agreed that any consideration payable or benefits provided to her pursuant to her continuity agreement will generally be offset in full by any amounts payable or benefits provided to her pursuant to any agreement between Ms. Pollier and the Company or any of its affiliates, any plan, program or arrangement of the Company or any of its affiliates, or as provided for by local law.

Other Retirement, Separation, Retention or Severance Arrangements

The Company has no formal policy regarding retirement or retention arrangements. From time to time, the Compensation Committee or the Board of Directors in its discretion, based upon the nature andor circumstances surrounding the hiring, promotion, retention or departure of an individual, or upon review of the individual retiring, has approved retirement arrangements for certain named executive officerstransition and other senior executives. Additionally, with respect to those executives, including the applicable named executive officers, with whom the Company has entered into a continuity agreement as described above, the Company has agreed to pay such executives upon their retirements amounts unvested in the Company’s qualified defined contribution plan and a pro rata portion of their annual, performance-based cash bonuses as set forth therein.

The Company also has no formal policy regarding separation arrangements. From time to time, the Compensation Committee or the Board of Directors in its discretion, based upon the nature and circumstances of the individual’s separation from the Company, has approved separation arrangements for certain named executive officers and other senior executives. The Company also has no formal policy regarding retention arrangements. From time to time, the Compensation Committee or the Board of Directors in its discretion, based upon the role and skill set of the individual as well as the transition needs of the Company, has approvedcompetitive conditions and/or the relationship of a senior executive’s compensation to the compensation of other senior executives of the Company, enters into retirement, retention and/or severance arrangements forwith certain senior executives, including certain named executive officers and other senior executives.

Additionally, the Company has no formal policy regarding severance arrangements. From time to time, the Compensation Committee or the Board of Directors in its discretion, based upon the nature and circumstances of the individual being hired, has approved separate severance arrangements for certain named executive officers and other senior executives.officers. For example, in connection with Mr. Chambers being appointed President and Chief Executive Officer, the Company and Mr. Chambers entered into a letter agreement on July 30, 2013 amending his offer letter dated December 6, 2012 to provide for the following severance benefits upon his termination by the Company for any reason other than those set forth in his continuity agreement or for “cause”: (x) a lump sum cash payment equal to 12 months of base salary plus his target annual bonus for the year in which such termination occurred and (y) 12 months of continued health coverage under Company-sponsored health plans on the same basis available to him immediately prior to termination, subject to the execution and non-revocation of

a general release of claims in favor of the Company and its affiliates. In addition, to the extent that any restrictive covenants Mr. Chambers may be subject to expire by their terms prior to the 12-month anniversary of any such termination, he agrees that such covenants shall be extended through such date. In accordance with Mr. Hotchkin’s offer letter dated July 2, 2012, upon termination by the Company for any reason other than those set forth in his continuity agreement or for “cause”, Mr. Hotchkin will receive a lump sum cash payment equal to six months of salary and six months of continued health coverage under the Company-sponsored health plans on the same basis available to him immediately prior to termination. In accordance with Mr. Colosi’s offer letter dated March 3, 2014, upon termination by the Company for any reason other than those set forth in his continuity agreement or for “cause”, Mr. Colosi will receive a lump sum cash payment equal to 12 months of salary and 12 months of continued health coverage under the Company-sponsored health plans on the same basis available to him immediately prior to termination, subject to the execution and non-revocation of a general release of claims in favor of the Company and its affiliates.

While Ms. Pollier is entitled to certain benefits provided pursuant to French statutory law, Ms. Pollier also has the benefit of certain non-compete severance benefits, under an addendum, dated May 1, 2013, to her employment agreement, dated October 6, 2003, upon termination by the Company. If the non-compete severance benefits are triggered, Ms. Pollier, for the six-month period following her termination, is entitled to receive monthly compensation (including corresponding paid leave) in an amount of 75% of her average monthly remuneration calculated over the last 12 months preceding the notification of termination, subject to the social security contributions and other contributions required by law or the applicable collective bargaining agreements. Any such monthly compensation is subject to Ms. Pollier’s compliance with her non-compete and non-solicitation obligations as set forth in her employment agreement. Any non-compete severance payments are subject to offset pursuant to the terms of the Pollier Side Letter discussed above.

In connection with Ms. Lysyj’sMowbray’s departure from the Company effectiveon March 31, 2015,22, 2019, the Company and pursuant to the terms of her offer letterMs. Mowbray entered into a separation Agreement, dated SeptemberMay 30, 2013, Ms. Lysyj received a lump sum cash payment equal to 12 months of salary and 12 months of continued health coverage under Company-sponsored health plans on the same basis available to her immediately prior to her departure.2019 (the “Separation Agreement”). See “Potential Payments uponUpon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers”Officer” for details regarding Ms. Mowbray’s arrangements with respect to her departure under the Separation Agreement. Additionally, the Company is subject to certain statutory and, in some cases, common law requirements of the countries in which it operates that may give rise to certain benefits for its senior executives upon retirement, termination or other events. For additional details.details on these arrangements with and requirements with respect to the named executive officers, see“Potential Payments Upon Termination, Retirement or Change of Control”.

Benefits and Perquisites

The Company provides benefits to its salariedfull-time employees including health care coverage, life and disability insurance protection, reimbursement for educational expenses, a wellness-related allowance and access to favorably-priced group insurance coverage. The Company provides these benefits to help alleviate the financial costs and loss of income arising from illness, death or disability, to encourage ongoing education injob-related areas, to promote the wellness of and an active lifestyle for its employees and to allow employees to take advantage of reduced insurance rates available for group policies. In addition to the benefits provided to salariedfull-time employees generally, the Company provides named executive officers with certain perquisites that the Company and the Compensation Committee believe are reasonable and consistent with the Company’s overall compensation program to better enable the Company to attract and retain employees for key positions. These perquisites may include, as applicable, cost of living, housing, car and/or transportation allowances and reimbursement of costs associated with relocation, dependents’ education, temporary living arrangements, home leave travel and mobile devices (which are permitted to be used for personal matters) as well as taxgross-up payments with respect to such allowances and reimbursements.reimbursements and tax equalization in connection with certain assignments. The Compensation Committee periodically reviews the levels of benefits and perquisites provided to named executive officers.

Tax and Accounting Implications

Excess Parachute Payment Excise Taxes

Under the terms of a continuity agreement (other than Ms. Grossman’s continuity agreement) (i) if it is determined that certain payments and benefits provided under the agreement and under any other plan or arrangement with the Company and its affiliates in the

aggregate (the “parachute payment”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the “280G excise tax”), or to any similar tax, and the aggregate value of the parachute payment exceeds a certain threshold amount calculated under the Internal Revenue Code by 5% or less, then (ii) the parachute payment will be reduced to the extent necessary so that the aggregate value of the parachute payment is equal to an amount that is less than such threshold amount; provided, however, that if the aggregate value of the parachute payment exceeds the threshold amount by more than 5%, then the executive will be entitled to receive an additional payment or payments in an amount such that, after payment by the executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed upon this payment, the executive retains an amount equal to the excise tax imposed upon the parachute payment. Under the terms of Ms. Grossman’s continuity agreement (i) if it is determined that the parachute payments would be subject to the 280G excise tax and the net after tax amount of such parachute payments (after the payment of all taxes) is less than the netafter-tax amount of the parachute payments reduced to the maximum amount payable such that none of the parachute payments would be subject to the 280G excise tax (the “reduced amount”), then the aggregate amount of such parachute payments to Ms. Grossman shall be reduced to such reduced amount and (ii) if it is determined that the net after tax amount of the full payment of such parachute payments is greater than the net after tax amount of the reduced amount, Ms. Grossman shall receive the aggregate parachute payments; provided that Ms. Grossman shall not be entitled to receive an additional taxgross-up payment.

Internal Revenue Code Section 409A

If, under the continuity agreements or our stock plans, any payments or benefits that the Company would be required to provide under the continuity agreements or any of our stock plans cannot be provided in the manner contemplated in the continuity agreements or under the applicable plan without subjecting the executive to income tax under Section 409A of the Internal Revenue Code, the Company shall provide such intended payments or benefits to the executive in an alternative manner that conveys an equivalent economic benefit to the executive without materially increasing the aggregate cost to the Company.

The Section 162(m) of the Internal Revenue Code $1 Million Deduction Limit

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to a public corporation for compensation over $1.0 million paid in any fiscal year to thea company’s chief executive officer or to any of up to three other named executive officers (excluding the company’s principal financial officer) whose compensation must be includedofficer, in the proxy statementcase of tax years preceding 2018). However, in the company because they are the most highly compensated executive officers. However,case of tax years preceding 2018, the statute exemptsexempted qualifying performance-based compensation from the deduction limit if certain requirements arewere met. OurSection 162(m) was amended in December 2017 by the Tax Cuts and Jobs Act to eliminate the exception for performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017) and to expand the group of current and former executive officers who may be covered by the deduction limit under Section 162(m). For the Company’s fiscal years prior to 2018, its shareholder approved incentive plans arewere structured to provide that certain awards maycould be made in a manner to qualify for this exemption. Thethe performance-based compensation exemption and the Compensation Committee seeksgenerally sought to structure performance-based compensation for our named executive officers in a manner that compliescomplied with the corresponding Section 162(m) of the Internal Revenue Code in order to provide for the deductibility of such compensation. However, theexemption. The Compensation Committee mayexpects in the future to authorize compensation in excess of $1.0 million to named executive officers that iswill not performance-basedbe deductible under Section 162(m) of the Internal Revenue Code ifwhen it believes doing so is in the best interests of the Company and its shareholders.

Accounting Considerations

The Compensation Committee also considers the accounting and cash flow implications of various forms of executive compensation. In its financial statements, the Company records salaries and performance-based compensation incentives as expenses in the amount paid, or to be paid, to the named executive officers. Accounting rules also require the Company to record an expense in its financial statements for equity awards, even though equity awards are not paid as cash to employees. The accounting expense of equity awards to employees is calculated in accordance with the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, Topic 718, Compensation—Stock Compensation. The Compensation Committee believes, however, that the many advantages of equity-based compensation, as discussed above, more than compensate for thenon-cash accounting expense associated with them.

20152019 Executive Compensation Determinations

The following is a discussion of the specific factors considered in determining base salary, cash bonuses and other payments and long-term equity incentive compensation for the named executive officers for fiscal 2015. There were no material changes in fiscal 20152019 as well as other compensation matters for the named executive officers in the policies governing retirement and deferred compensation plans, termination payments upon a change of control of the Company, perquisites or other benefits.officers.

Base Salary

NoThe table below identifies actions, wereif any, taken during fiscal 20152019 with respect to the base salaries of Messrs. Chambers and Hotchkin and Ms. Lysyj. The table below identifies actionsthe named executive officers. No action was taken during fiscal 20152019 with respect to the base salariessalary of Mses. LemmensGrossman and Pollier and Mr. Colosi.Mowbray.

Each of Messrs. Chambers and Hotchkin voluntarily elected not to receive an increase in base salary in fiscal 2015. The Compensation Committee decided to increase the base salary of the named executive officers, other than Messrs. Chambers and Hotchkin and Colosi and Ms. Lysyj,Pollier effective on or about March 30, 2015.24, 2019. In determining each such named executive officer’s increased base salary, the Compensation Committee reviewed his or her past performance of his or her job responsibilities and contributions made to the Company, competitive conditions and the relationship of his or her compensation to the compensation of other senior executives at the Company and determined that the increase in base salary was appropriate to reward performance, ensure retention and motivate performance against the Company’s strategic initiatives.

Cash Bonuses and Payments

Annual, Performance-Based Cash Bonus

Annual Target Bonus Percentages

No actions were taken during fiscal 20152019 with respect to the annual target bonus percentages of the named executive officers.

Annual, Performance-Based Cash Bonus Fiscal 20152019 Plan

For fiscal 2015, the Company had to achieve at least $100.0 million of operating income for the named executive officers, other than Ms. Lysyj, to be eligible to receive an annual, performance-based cash bonus. The Company reported operating income of $168.1 million. The Compensation Committee then exercised its “negative discretion” to determine2019, the actual annual, performance-based cash bonus for each sucheligible named executive officer was determined using the guidelines and performance criteria generally applicable to all executives of the Company. Ms. Mowbray was not eligible to receive an annual, performance-based cash bonus with respect to fiscal 2019, given her departure from the Company on March 22, 2019. The determination of the Company’s financial performance bonus component of bonuses was based on the following objectives with the specified percentage allocations: (1) 50%(i) 33.3% with respect to improving the Company’s recruitmentrevenue trends, based on the achievement of certain market sharerevenue goals as reflected by target recruitments in

for the yearfirst quarter of fiscal 2019 for the Company globally and for specified geographies with the following weightings: (x) 25% based on aggregate meetingsgeographies; and Online recruitments in the first quarter of fiscal 2015 (each, a “Q1 Recruitment Goal”); (y) 12.5% based on aggregate meetings recruitments during the second quarter of fiscal 2015 through the fourth quarter of fiscal 2015 (each, a “Q2-Q4 Meetings Recruitment Goal”); and (z) 12.5% based on aggregate Online recruitments during the second quarter of fiscal 2015 through the fourth quarter of fiscal 2015 (each, a “Q2-Q4 Online Recruitment Goal”); and (2) 50%(ii) 66.7% with respect to generating positive cash flow,operating income objectives, based on the achievement of certain cash generation goals (each, a “Cash Goal”) equal to full year fiscal 20152019 operating income less capital expenditures calculatedgoals for the Company globally and for specified geographies (each such calculated amount, a “Cash Amount”). When determining Recruitmentgeographies. The Q1 Revenue Goals were determined in December 2018 and the fiscal 2019 OI Goals were determined in March 2019 by the Compensation Committee. The Compensation Committee noted that, inadjusted the reported operating income of the Company for fiscal 2019 by $4.6 million to exclude the impact of the charges associated with the Company’s presentationpreviously disclosed organizational realignment. Such adjusted operating income of the Company for fiscal 2019 was $292.6 million. This adjustment impacted the Company’sperformance against its financial results, fiscal 2015 had 52 weeks and fiscal 2014 had 53 weeks. In order to address this differential in number of weeks, the Compensation Committee determined to adjust each applicable period as appropriate so that the percentage changes for target recruitments would be based on a like-for-like basis.global OI Goal. In addition, based on the Company’s failure to achieve its Q1 RecruitmentRevenue Goals, which were set in December 2014,2018, the Compensation Committee determined in the first quarter of fiscal 20152019 that the aggregate financial performance goal ratings and corresponding aggregate financial performance percentage payouts with respect to fiscal 20152019 for certain executives of the Company, including the named executive officers, would be no greater than 75%100%. When setting the Q2-Q4 Recruitment Goals in the first quarter of fiscal 2015, the Compensation Committee acknowledged the then-current negative recruitment trends and the importance of stabilizing performance. Accordingly, the Q2-Q4 Recruitment Goals reflected an improvement in the percentage change in aggregate recruitments in that period in fiscal 2015 versus the prior year period as compared to the percentage change in aggregate recruitments in the first quarter of fiscal 2015 versus the prior year period.

The Company’s global Q1 Recruitment Goal, CE and ANZ Q1 RecruitmentRevenue Goal and United KingdomCE, ANZ and UK Q1 RecruitmentRevenue Goal for annual, performance-based cash bonuses paid to executives generally was equal to the following percentage increases in recruitments in the first quarter of fiscal 2015 as compared to recruitments in the prior year period: 5%, 5%$438.9 million and 12%,$134.7 million, respectively. Based on the Q1 RecruitmentRevenue Goals and actual results, the recipient named executive officersCompany achieved a global financial performance percentage payout of 0% with respect to thiseach such financial performance goal.

The Company’s global Q2-Q4 Meetings Recruitment Goal, CE and ANZ Q2-Q4 Meetings RecruitmentOI Goal and United Kingdom Q2-Q4 Meetings RecruitmentCE, ANZ and UK OI Goal for annual, performance-based cash bonuses paid to executives generally was equal to the following percentage declines in recruitments during the period as compared to recruitments in the prior year period: 12%, 4%$282.4 million and 6%,$89.1 million, respectively. Based on the Q2-Q4 Meetings RecruitmentOI Goals and actual (in the case of global, as adjusted) results, the Company achieved the following financial performance percentage payouts with respect to this financial performance goal: global, 101.2% (12.6% weighted), CE and ANZ, 0% and United Kingdom, 69.6% (8.7% weighted).

The Company’s global Q2-Q4 Online Recruitment Goal, CE and ANZ Q2-Q4 Online Recruitment Goal and United Kingdom Q2-Q4 Online Recruitment Goal for annual, performance-based cash bonuses paid to executives generally was equal to the following percentage declines in recruitments during the period as compared to recruitments in the prior year period: 18%, 7% and 15%, respectively. Based on the Q2-Q4 Online Recruitment Goals and actual results, the Company achieved the following financial performance percentage payouts with respect to this financial performance goal: global, 150.0% (18.8% weighted), CE and ANZ, 88.2% (11.0%136.0% (45.3% weighted) and United Kingdom, 140.8% (17.6%CE, ANZ and UK, 200.0% (66.7% weighted).

The Company’s global Cash Goal, CE and ANZ Cash Goal and United Kingdom Cash Goal for annual, performance-based cash bonuses paid to executives generally was equal to $142.3 million (after excluding $10.0 million in estimated restructuring charges with respect to the Company’s previously disclosed 2015 restructuring plan), $70.0 million and £12.9 million, respectively. Based on the Cash Goals and actual Cash Amounts, the Company achieved the following financial performance percentage payouts with respect to this financial performance goal: global, 120.1% (60.0% weighted), CE and ANZ, 74.5% (37.3% weighted) and United Kingdom, 144.9% (72.4% weighted).

Absent the cap on financial performance goal ratings and corresponding financial performance percentage payouts discussed above, the recipient named executive officers, other than Ms. Pollier, would have received financial performance goal ratings and corresponding financial performance percentage payouts in excess of 75% based on the Company’s performance exceeding certain Q2-Q4 Meetings Recruitment Goals, Q2-Q4 Online Recruitment Goals and Cash Goals. However, those named executive officers received a financial performance goal rating and corresponding financial performance percentage payout of only 75% due to such cap.

The following table shows the annual target bonus percentage and the overall bonus percentage payout for, and the related actual bonus paid forto, each of the eligible named executive officers for fiscal 2015:2019:

Other Cash Payments

In recognition of Mr. Hotchkin’s service as Operating Officer, North America, the Compensation Committee determined that it was appropriate to grant Mr. Hotchkin an additional discretionary cash bonus of $126,321. This cash bonus was paid in March 2020 at the same time as Mr. Hotchkin’s fiscal 2019 annual, performance-based cash bonus. In connection with Ms. Lysyj’sMowbray’s departure from the Company, and pursuant to her Separation Agreement, Ms. Mowbray received $478,397⁽¹⁾ in the termsaggregate of her offer letter, Ms. Lysyj receivedsalary continuation payments and a $470,257⁽²⁾ lump sum cash payment equal to $526,313, less lawful deductions and withholdings.payment. See ““Potential PaymentsUpon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive OfficersOfficer” for details regarding Ms. Lysyj’sMowbray’s arrangements with respect to her departure.departure, including certain payments required by Canadian common law.

Long-Term Equity Incentive Compensation

Annual Awards

In fiscal 2019, the Compensation Committee determined that the annual award would consist of a mix of RSUs and PSUs. The Compensation Committee believed that including PSUs in the annual award program would further align executive compensation, including that of the named executive officers, with the Company’s long-term strategic goals. In determining the size and mix of named executive officers’ annual equity awards for fiscal 2015,2019, the Compensation Committee reviewed the total current compensation that may be awarded to the executive, the potential impact the executive’s position could have on the Company achieving the relevant goal, the achievement of business, strategic, individual, and financial objectives during the prior fiscal year, competitive conditions and the relationship of the executive’s compensation to the compensation of other senior executives, and determined the size of the award based on a percentage of the executive’s base salary as appropriate to reward and incentivize performance against strategic initiatives,goals, ensure retention, and maintain appropriate compensation differentials among senior executives. In addition, the Compensation Committee considered the trading value of the Company’s equity at that time and determined that the annual award amounts for fiscal 2015 should be consistent with the aggregate number of RSUs that

participants received in the fiscal 2014 annual equity award program. See “—Determination of Executive Compensation—Long-Term Equity Incentive Compensation—Annual Equity Grant Procedures” above for additional details on the Compensation Committee’s deliberations. All named executive officers, other than Ms. Lysyj,Mowbray, received an annual award in fiscal 2015.2019. Given Ms. Lysyj’sMowbray’s departure date offrom the Company on March 31, 2015,22, 2019, she was not eligible to receive an annual award on JuneApril 15, 2015.2019.

All annual awards toaward dollar amounts for the recipient named executive officers in fiscal 20152019 were allocated 100%66.7% to RSUs.RSUs and 33.3% to PSUs, which were granted in one installment on April 15, 2019. The allocated dollar amount was converted into a number of RSUs and PSUs, as applicable, in accordance with procedures established by the Compensation Committee. In fiscal 2015,2019, the recipient named executive officers received the following annual awards in one installment(the number of PSUs shown represents the applicable PSUs at the “target” level of performance) on JuneApril 15, 2015: Mr. Chambers2019, based on the dollar amounts specified: Ms. Grossman ($4,800,000) received 170,833 RSUs;149,467 RSUs and 74,621 PSUs; Mr. Hotchkin ($1,082,819) received 38,445 RSUs; Ms. Lemmens received 17,555 RSUs;33,718 RSUs and 16,833 PSUs; Ms. Pollier ($547,894⁽¹⁾) received 20,895 RSUs;17,030 RSUs and 8,502 PSUs; and Mr. Colosi ($583,189) received 22,658 RSUs. 18,159 RSUs and 9,066 PSUs.

All RSUs granted to the recipient named executive officers as their annual award in fiscal 2015 vested 50%2019 will vestone-sixth on each of April 1, 201615^th and will vest 50% on April 1, 2017. As a resultOctober 15^th of Ms. Lemmens’ resignation effective April 5, 2016,2020, 2021 and 2022. All PSUs granted to the unvested portion of the above RSUs that were grantedrecipient named executive officers as hertheir annual award in fiscal 2015 were forfeited upon her departure. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers” for additional details on her departure.

Option Exchange

In fiscal 2015, the Company undertook the Option Exchange pursuant to which the named executive officers, other than Ms. Lysyj, exchanged all of their T&P Options for Replacement Options. On June 22, 2015, each named executive officer listed below was granted the number of Replacement Options set forth opposite his or her name in exchange for his or her T&P Options.

2019 have both time- and performance-vesting criteria. The Replacement Options have a ten year term and vest over three years with 25% of the stock options vesting on each of the first and second anniversaries of the grant date and 50% of the stock options vestingtime-vesting criteria will be satisfied on the third anniversary of the grant date.date (i.e., April 15, 2022). When determining the performance-vesting criteria, the Compensation Committee considered the Company’s previously announced operating income targets. The exercise priceperformance-vesting criteria will be satisfied if the Company has achieved an Adjusted Operating Income (as defined in the Company’s applicable term sheet for PSU awards) objective for fiscal 2021 (the “Performance Year”). The number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria shall be equal to (x) the target number of PSUs multiplied by (y) the applicable Achievement Percentage (as defined in the Company’s applicable term sheet for PSU awards) (determined using linear interpolation if actual performance falls between any two levels), determined as follows, and rounded down to avoid the issuance of fractional shares:

At the time the performance goal was established, the metric that was selected for the target performance was reasonably attainable, yet provided management with appropriate incentives to support the Company’s financial goals. The Company believes that achievement of maximum performance against the goal would require exceptional corporate performance in the Performance Year.

Fiscal 2017 PSU Annual Award Performance Measurement Certification

On February 24, 2020, with respect to the PSUs granted as part of the Replacement Options equalfiscal 2017 annual equity award, the greater of (a)Compensation Committee certified that the closing price per shareperformance criteria established in connection with the third of the Company’s Common StockPSU award relating to the fiscal 2019 performance year (the “2019 Performance Year PSUs”) had not been satisfied based on the NYSE on the date of grant and (b) the average closing price of a share offiscal 2019 Adjusted Operating Income (as defined in the Company’s Common Stock on the NYSEapplicable term sheet for the five trading day period immediately preceding and including the datePSU awards) target amount of grant, or $5.25 per share. For additional details on the Option Exchange, see “—Determination of Executive Compensation —Long-Term Equity Incentive Compensation—Option Exchange” above.

$354 million. As a result, of Ms. Lemmens’ resignation effective April 5, 2016, the above unvested Time-Vesting Options2019 Performance Year PSUs were cancelled and not “banked”. The 2017 annual equity award PSUs that she received pursuantwere previously “banked” in connection with fiscal 2017 and fiscal 2018 Adjusted Operating Income performance remain subject to the Option Exchange were forfeited upon her departure. See “time-vesting criteria that will be satisfied on May 15, 2020.

Potential Payments upon Termination, Retirement or ChangeSpecial Awards

In connection with Mr. Hotchkin’s assumption of Control—Payments Made Upon Termination—Departureadditional responsibilities in his role as Operating Officer, North America, the Compensation Committee determined it was appropriate to grant Mr. Hotchkin aone-time equity award of Named Executive Officers” for additional detailsRSUs in an aggregate dollar amount of $300,000. Such amount was then converted into a number of RSUs in accordance with procedures established by the Compensation Committee. On June 14, 2019, Mr. Hotchkin was granted this award of 15,831 RSUs that vest proportionately over three years on her departure. Given Ms. Lysyj’s departure dateeach anniversary of March 31, 2015, she was not eligible to participate in the Option Exchange and all T&P Options awarded to Ms. Lysyj were forfeited upon suchgrant date.

Hiring Awards

No hiring awards were granted to named executive officers in fiscal 2015.2019.

Mix of Compensation Elements

As discussed above in “—Executive Compensation Approach—Elements of Executive Compensation”, the Company weights compensation for the named executive officers who participate in the Company’s executive

compensation program more toward variable, performance-based compensation. Approximately 50%73% of fiscal 20152019 total compensation for named executive officers (excluding Ms. Lysyj)Mowbray) was variable, performance-based compensation (which includes short-term variable performance-based compensation and long-term variable performance-based compensation). As reflected in theSummary Compensation Table, aggregate fiscal 20152019 compensation for the named executive officers (excluding Ms. Lysyj)Mowbray) was allocated as follows:

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of the named executive officers as follows: for fiscal 2015,2019, fiscal 20142018 and fiscal 2013 with respect to Messrs. Chambers and Hotchkin and Ms. Lysyj; for fiscal 2015 and fiscal 2014 with respect to Ms. Lemmens and Mr. Colosi; and for fiscal 2015 with respect to Ms. Pollier.2017.