WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

Corporate Website: corporate.ww.com

WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

TABLE OF CONTENTS

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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:otherwise, “we”, “us”, “our”, “WW”“WW,” and the “Company” refer to WW International, Inc. and all of its operations consolidated for purposes of its financial statements; and “Artal” refers to Artal Group S.A. together with its parents and its subsidiaries; and “Artal Luxembourg” refers to Artal Luxembourg S.A. Our “Digital” business refers to providing subscriptionssubsidiaries. “End of Period Subscribers” is the total number of subscribers to our digital productproducts and offerings, including Digital 360 and Personal Coaching + Digital. Our “Workshops + Digital” (formerly known as “Studio + Digital”) business refers to providing unlimited access to our workshops combined with our digital subscription product offerings to commitment plan subscribers. It also includes the provision of accesssubscribers and subscribers to workshops for members who do not subscribe to commitment plans, including our “pay-as-you-go” members.WeightWatchers Clinic, at a period end. Our fiscal year ends on the Saturday closest to December 31^st and consists of either 52- or 53-week periods. In this Proxy Statement:

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INFORMATION ABOUT THE 20222024 ANNUAL MEETING OF SHAREHOLDERS AND VOTING

The Board of Directors of WW International, Inc. is soliciting proxies for the Company’s 20222024 Annual Meeting of Shareholders (the “2022“2024 Annual Meeting”) to be held virtually via live audio webcast at www.meetnow.global/M7HCYZVmeetnow.global/MWDCKGS on Tuesday,Thursday, May 10, 2022,9, 2024, 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 20222024 Annual 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 5, 2022.4, 2024.

Due to a scheduling conflict, Ms. Oprah Winfrey, a director of the Company, will not be in attendance at the 2022 Annual Meeting.

Who is entitled to vote?

As of the close of business on March 18, 202220, 2024 (such date and time, the “Record Date”), there were 70,082,74279,204,682 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 20222024 Annual Meeting and at any and all adjournments or postponements of the 20222024 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 20222024 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 electronically during the 20222024 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 20222024 Annual Meeting being held via live audio webcast?

The 20222024 Annual Meeting will be conducted in an online, virtual format. We are pleased to continue to use the virtual meeting format to facilitate shareholder attendance, voting and questions, and provide cost savings for our shareholders and the Company, by leveraging technology to communicate more effectively and efficiently with our shareholders. This format allows shareholders to participate fully from any location without the cost of travel and 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 20222024 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 20222024 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 20222024 Annual Meeting by visiting www.meetnow.global/M7HCYZV.meetnow.global/MWDCKGS. To participate in

from your bank, broker, trustee or other nominee. You will be able to submit questions during the meeting by clicking on the “Q&A” text bubble located on the top right-hand side of the meeting center webpage. We intend to answer all questions submitted that are pertinent to the Company and the items being voted on by shareholders during the 2024 Annual Meeting as time permits and in accordance with our meeting procedures. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product or service innovations, are not pertinent to meeting matters and therefore will not be answered. Substantially similar questions will be answered only once due to time constraints.

Should you require assistance accessing the meeting center webpage or during the meeting, call 1-888-724-2416 (U.S.) or 781-575-2748 (International).For additional information on how to participate in the 20222024 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 20222024 Annual Meeting by contacting our investor relations representative at (212) 601-7569.

The 20222024 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 theto 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 20222024 Annual Meeting.

What if I need technical support prior to or during the 2024 Annual Meeting?

The virtual 2024 Annual Meeting platform is fully supported across browsers (except Internet Explorer) and devices (desktops, laptops, tablets and cell phones) that are equipped with the most up-to-date version of applicable software and plugins. You should ensure that you have a strong WiFi connection wherever you intend to participate in the virtual meeting. Should you need further assistance, you may call 1-888-724-2416 (U.S.) or 781-575-2748 (International) prior to or during the 2024 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 20222024 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 20222024 Annual Meeting via webcast will be afforded the same rights and opportunities to participate as they would at an 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 your name.

If you do not wish to participate in the 20222024 Annual Meeting via webcast, you may vote in advance as follows:

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

2. By telephone: call 1-800-652-VOTE (8683) (toll-free within the United States, U.S. territories and Canada); 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).

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If you wish to vote electronically while attending the 20222024 Annual Meeting via webcast, you may vote while the polls remain open, at www.meetnow.global/M7HCYZV.meetnow.global/MWDCKGS. You will need the 15-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 20222024 Annual Meeting.

Even if you plan to attend the 20222024 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 20222024 Annual Meeting.

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 20222024 Annual Meeting.

Proposal 2—3—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 20222024 will be ratified if the votes cast at the 20222024 Annual Meeting “for” ratification exceed the number of votes cast “against” ratification. Abstentions will have no effect on this proposal. As described above, this proposal is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

Proposal 3—4—Amendment to the Company’s Amended and Restated Articles of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors. The approval of the amendment to the Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors requires the affirmative vote of a majority of the votes entitled to be cast by the outstanding shares of Common Stock.Abstentions and broker-non votes will have the same effect as a vote “against” this proposal.

Proposal 5—Amendment to the Company’s Amended and Restated Articles of Incorporation to Delete Various Provisions Related to the Company’s Former Controlling Shareholder That Are No Longer Applicable. The approval of the amendment to the Amended and Restated Articles of Incorporation to delete various provisions related to our former controlling shareholder that are no longer applicable requires the affirmative vote of at least 80% of the votes entitled to be cast by the outstanding shares of Common Stock. Abstentions will have the same effect as a vote “against” this proposal. As described above, this proposal is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

Proposal 6—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 20222024 Annual Meeting “for” this proposal exceed the number of votes cast “against” this proposal. Neither an abstention nor a broker non-vote will affect the outcome of the vote on this proposal.

Who will bear the cost of soliciting votes for the 20222024 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, 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 WW 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, the non-management directors as a group, or the director designated to preside over the meetings of the non-management directors. Depending on the subject matter, our Corporate Secretary or hisher 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

PROPOSALPROPOSALS 1 AND 2

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

Class II Directors (term expiring in 2024)

Denis F. Kelly

Julie Rice

Oprah Winfrey

Class III Directors (term expiring in 2022)2025)

Steven M. Altschuler, M.D.

Julie Bornstein

Thilo Semmelbauer

Sima Sistani

Class I Directors (term expiring in 2023)2026)

Raymond DebbaneTracey D. Brown

Jennifer DulskiTara Comonte*

Jonas M. FajgenbaumWilliam H. Shrank, M.D.*

Class II

As previously disclosed, Ms. Winfrey will not be standing for re-election at the 2024 Annual Meeting. Immediately following the 2024 Annual Meeting, the size of the Board of Directors (term expiring in 2024)

Denis F. Kelly

Julie Rice

Christopher J. Sobecki

Oprah Winfreywill be reduced from ten members to nine.

The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), has nominated for election at the 20222024 Annual Meeting as Class IIIII directors, to serve until the 20252027 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 fourtwo nominees: Steven M. Altschuler,Denis F. Kelly and Julie Bornstein, Thilo Semmelbauer and Sima Sistani.Rice. Each of the Class IIIII director nominees is currently serving as a director of the Company and Dr. Altschuler, Ms. Bornstein and Mr. Semmelbauer werewas previously elected as directorsa director by the Company’s shareholders. Ms. Sistani was

Tara Comonte is currently serving as a Class I director of the Company, having been elected as a Class III director of the Company by the Board of Directors effective March 21, 2022.June 1, 2023 to serve the remainder of the term of Christopher J. Sobecki, who resigned as a director of the Company effective May 31, 2023. Dr. William H. Shrank is currently serving as a Class I director of the Company, having been elected as a director by the Board of Directors effective August 5, 2023 to serve the remainder of the term of Jennifer Dulski, who resigned as a director of the Company effective August 4, 2023. 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 (the “Director Vacancy Law”). As a result, the Board of Directors, upon the recommendation of the NCG Committee, has nominated Ms. Comonte and Dr. Shrank for election at the 2024 Annual Meeting as Class I directors, to serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified or their respective earlier resignation, removal, retirement, disqualification or death.

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

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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”.

PROPOSAL 23

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 2022.2024. A representative of PricewaterhouseCoopers is expected to be present at the 20222024 Annual Meeting, will have the opportunity to make a statement if she desires to do so and is 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 20222024 Annual Meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment.

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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 Form 10-K for fiscal 20212023 and included in this Proxy Statement.

Respectfully submitted,

Compensation and Benefits Committee

Raymond Debbane,Julie Bornstein, Chair

Steven M. Altschuler

Jennifer DulskiTara Comonte

Christopher J. Sobecki

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our executive compensation program with respect to fiscal 20212023 and the amounts in the compensation tables that follow.

Executive Summary

Fiscal 20212023 Business Performance Summary

We compete in the global weight management and health and wellness market which is rapidly evolving and increasingly competitive. Fiscal 2021 presented2023 was a challenging macroeconomic and consumer environmentpivotal year for WW as COVID-19, including its variants, continuedwe introduced our first clinical weight management offering to negatively impact our business operations andmeet the markets in which we do business. Additionally, as the pandemic evolves, we have seen significant shiftsshift in consumer sentiment regarding clinical weight management intervention and behavior with respectcontinued to tailor our portfolio of offerings and leverage technology for our members to improve their weight loss and wellness. These shifts in consumer sentiment and the challenging macroeconomic environment had a negative effect on our financial performance during the year. WW ended fiscal 2021 with 4.2 million subscribers, a decrease of 6% from the prior year.health. Fiscal 2023 End of period Digital subscribers in fiscal 2021 declinedPeriod Subscribers were 3.8 million, up 7% versus the prior year, while end of period Workshops + Digital subscribers increased 1% versus the prior year. While fiscal 2021 total revenue of $1.21 billion was down 12% versus the prior year, our Digital revenue increased 6% to $788 million versus the prior year. Our gross margin reflected the continued mix shiftyear-over-year, reflecting recruitment growth driven by efficient performance marketing and improvements to our Digital business. Fiscal 2021 earnings per fully diluted share were $0.95,product experience. End of Period Subscribers is an important indicator of both in-year and future performance and, as such, was used as a decrease of $0.13 per fully diluted share compared to the prior year. In light of these results, we did not achieve the Company’s global full year 2021 financialCompany performance goal set forthmetric in the Company’sour fiscal 20212023 annual, performance-based cash bonus plan. As a result, noplan for eligible employees. In fiscal 2023, management continued its strategic realignment of its organizational structure and resources, including reducing its real estate footprint, and focusing on cost management. Operating income, the other key Company-wide metric used in our annual, performance-based cash bonus payment was made with respectplan, benefitted from effective expense management during the year. The Company’s fiscal 2023 financial performance reflects the collective strategic focus of all WW employees which contributed to the portion of the 2021fiscal 2023 annual, performance-based cash bonus payable in connection withattributable to the Company’s global full year fiscal 2021 financial performance. In addition, the Company did not satisfy the financial performance criteria relating to its fiscal 2021goals being paid out at a weighted achievement percentage of 133%. Fiscal 2023 also saw the reintroduction of performance year for the performance-based stock units (“PSUs”) awarded as part of the Company’s fiscal 2019 annual equity award. As a result, none of these PSUs will vest.

Throughout the year,to align our compensation program with our commitment to return the Company navigated the changing environment at the macroeconomic, local and consumer levels through rigorous cost management while maintaining prioritization of product development and focus on our digital and brand strategy. This included the following activities and achievements:to a growth trajectory.

Fiscal 20212023 Pay for Performance and Executive Compensation Summary

Our executive compensation program is designed to align the pay earned by our named executive officers (“NEOs”) with the performance delivered and the creation of shareholder value.

Executive Leadership Changes

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The Compensation Committee approved a return to biannual grants of RSUs. This change, which applied to all participants not just named executive officers, reduced the impact of point-in-time stock price volatility, and further increased the retention impact of awards with more frequent vesting intervals.

Compensation Governance and Best Practices

Fiscal 2023 Executive Compensation Decisions

Base Salary

The objective of base salary is to provide fixed compensation to an executive that reflects her or his job responsibilities and performance. Named executive officers’ base salary levels are reviewed and approved annually by the Compensation Committee. This typically takes place 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, taking into account the factors described in the “—Compensation Governance—Competitive Considerations” section below. In connection with her appointment as Chief Financial Officer of the Company, the Compensation Committee approved a salary increase for Ms. Stark as described below. The Compensation Committee approved no other changes in salary for any of the other named executive officers in fiscal 2023. The table below describes the base salaries of the named executive officers in fiscal 2023 and any changes thereto approved by the Compensation Committee.

Annual, Performance-Based Cash Bonus

The Company’s executive compensation program provides for a variable cash bonus that incentivizes and rewards executives based on the achievement of Company and individual performance objectives, as applicable. Each named executive officer’s annual target cash bonus, expressed as a percentage of base salary, is reviewed by the Compensation Committee periodically, based on the factors described in the “— Compensation Governance—Competitive Considerations” section below. With respect to the fiscal 2023 annual, performance-based cash bonus program, the Compensation Committee only approved a change in cash bonus target percentage for Ms. Stark as set forth below. With respect to fiscal 2023, the level of annual cash bonus that could have been earned ranged from 0% to 200% of target depending on performance. Following are the target bonus opportunities for the named executive officers approved for the fiscal 2023 annual, performance-based cash bonus program:

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Company Financial Performance

The Compensation Committee establishes the Company financial performance goals each year with reference to the Company’s internal annual operating plan. In fiscal 2023, the Compensation Committee introduced End of Period Subscribers as a new quantitative performance measure as it is a fundamental indicator of growth given our subscription model. This metric was equally weighted alongside full year operating income as a financial performance metric given operating income remains an important measure of Company performance. The Chief Executive Officer’s and Chief Financial Officer’s annual, performance-based cash bonuses continued to be based solely on the quantitative measures of Company performance. The other named executive officers’ annual, performance-based cash bonuses were based 75% on the Company’s financial performance (allocated as set forth below) and 25% on their individual performance in areas of strategic importance and accountability that contribute to Company success.

Chief Executive Officer and Chief Financial Officer		Other Named Executive Officers

The Compensation Committee establishes Company performance goals each year so that the minimum performance level is reasonably likely to be achieved, while the target and maximum performance goals are more challenging. In recent years, the Company has not exceeded the target financial performance goals. The Compensation Committee believes that the evaluation of the Company’s financial performance goals is best achieved if the actual fiscal year results are adjusted to exclude certain items while the target objectives remain fixed. For fiscal 2023, the Compensation Committee reserved the ability to adjust the actual results to exclude, if any, the effects of extraordinary, unusual or infrequently occurring events, significant non-operating items, macroeconomic events or trends or changes in accounting principles and to exercise discretion with respect to matters of accounting judgment, allocation and relative financial performance between business units. The Company reported global fiscal 2023 operating income of $22.3 million. The Compensation Committee evaluated this actual performance against the established performance goal of $82.8 million. Following its evaluation, the Compensation Committee adjusted the reported operating income of the Company for fiscal 2023 by $67.2 million in the aggregate, which consisted of the exclusion of the aggregate impact of fiscal 2023 impairment charges of $3.6 million; the net impact of restructuring charges in connection with our previously disclosed fiscal 2021, fiscal 2022 and fiscal 2023 restructuring plans of $54.9 million in the aggregate; and the net impact of $8.6 million in transaction costs associated with our acquisition of Weekend Health, Inc. (d/b/a Sequence). As a result of these adjustments, fiscal 2023 adjusted operating income was $89.49 million (108% of the operating income goal). Therefore, the Compensation Committee approved a payout of 108% with respect to operating income performance as set forth below. The Company reported fiscal 2023 End of Period Subscribers of 3.8 million. The Compensation Committee evaluated this actual performance against the established performance goal of 3.56 million. The Compensation Committee determined to not adjust actual End of Period Subscriber results. Accordingly, the Compensation Committee approved a payout 158% based on the achievement of 107% of the End of Period Subscriber goal.

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Individual Performance

Named executive officers other than the Chief Executive Officer and Chief Financial Officer have an element of their annual, performance-based cash bonus determined based on performance relative to individual goals for the fiscal year. Typically, individual performance goals are set by the executive’s manager reflecting areas of individual accountability that contribute to Company success. Goals are established with reference to the Company’s 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 and associated payout for the past year based on the executive’s performance against her or his individual performance goals.

Similar to the Company performance measures, individual performance outcomes can range from 0% to 200% of target. Achieving the target individual performance goal for all individual performance objectives would yield an individual performance percentage payout of between 80% and 110% or as otherwise determined in the discretion of the executive’s manager. An executive is only eligible for an annual, performance-based cash bonus if he or she is awarded by his or her manager an individual performance percentage payout of 25% or more, regardless of whether the Company achieves the threshold financial performance goals for the year. For the named executive officers with an individual component in their performance-based cash bonus, the Chief Executive Officer initially determines the individual performance percentage payouts which are reviewed and approved by the Compensation Committee.

Payout of the Fiscal 2023 Annual, Performance-Based Cash Bonus

The Compensation Committee determines and approves the amount of the annual, performance-based cash bonus to be paid to each eligible named executive officer following fiscal year end, with the payout generally occurring in March or April following the completion of the annual audit of the Company’s financial statements by the Company’s independent registered public accounting firm.

The following table shows the fiscal 2023 annual, performance-based cash bonus payout for each of the eligible named executive officers. Given he was not employed by the Company on the date the bonus was paid, each of Messrs. Colosi and Lysaght was not eligible for an annual performance-based cash bonus in respect of fiscal 2023.

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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, to reward performance on a special project 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, equity-based awards. The principal objective 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, and that these awards are an important tool with which to recruit, retain and motivate the key talent necessary to ensure the Company’s continued success.

Fiscal 2023 Annual Awards

In May 2023, annual equity incentive awards were granted to each named executive officer, excluding Mr. Lysaght, in a combination of PSUs and RSUs (other than in the case of Mr. Latour who received only RSUs). This marked the reintroduction of PSUs as an annual equity award vehicle, which were temporarily replaced by stock options as discussed in further detail above. PSUs accounted for one-third of the target annual equity award mix for the applicable named executive officers. These PSUs have both time- and performance-vesting criteria. The time-vesting criteria will be satisfied on the third anniversary of the grant date (i.e., May 15, 2026). The performance-vesting criteria will be satisfied based on the Company’s Relative Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) percentile during the period from January 1, 2023 through December 31, 2025 as compared to the Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) of the other companies within the Russell 2000 Index. Basing the performance-vesting criteria on the Company’s relative TSR performance aligns named executive officers’ compensation with growing shareholder value.

The remaining two-thirds of the target annual equity award mix for these named executive officers was granted in RSUs. Mr. Latour’s annual equity award was granted solely in RSUs given he was not an executive officer of the Company on the grant date of the annual equity awards. These RSUs vest in equal tranches on the first, second and third anniversaries of the date of grant.

In response to concerns about share dilution and the availability of shares under our Third Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), the Compensation Committee determined that the November 2022, fiscal 2023 and fiscal 2024 annual equity awards would be granted based on a fixed share price methodology. The share price used to determine the number of PSUs and RSUs to grant was and will be, as applicable, fixed at $9.13, which price was 7.41% higher than the share price (i.e., $8.50) that would have been used under the Company’s historical methodology for value conversion. See “—Compensation Governance—Additional Information—Equity Grant Procedures” for additional information on the Company’s value conversion methodologies. Accordingly, 6.9% fewer PSUs and RSUs were granted to named executive officers as summarized below.

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The Compensation Committee approved the following annual equity awards in respect of fiscal 2023 for the eligible named executive officers. These awards were granted in May 2023. Given the timing of Mr. Lysaght’s departure from the Company, he was not eligible to receive an annual equity grant in respect to fiscal 2023.

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Fiscal 2018—2023 Awards

The following table summarizes the equity mix, vesting provisions and where relevant the performance goals associated with annual equity awards granted to our named executive officers. This excludes any special awards, including but not limited to new hire awards and promotional awards.

Fiscal 2024 Annual Awards

In fiscal 2024, annual equity incentive awards will continue to be granted to named executive officers in a combination of PSUs and RSUs, with the weighting of PSUs increasing to 50% and a reduction in the weighting of RSUs to 50%. This increase in the proportion of PSU awards strengthens the alignment of interests among our executive officers and our shareholders and will link compensation outcomes to the Company’s success in delivering shareholder value.

Special Awards

From time to time, special equity awards may be made to certain named executive officers in connection with an appointment, promotion, change in or assumption of new job responsibilities, job performance 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 exercise prices, as applicable, are established at the time the Compensation

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Committee grants special awards and reflect their intended purpose. In connection with her appointment as Chief Financial Officer, Ms. Stark received a one-time award of 30,000 RSUs in addition to her annual grant captured in the table above. The award is subject to the same vesting conditions as her annual award of RSUs granted on the same date.

Benefits and Perquisites

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 Plan

We sponsor a savings plan for salaried and certain hourly U.S. employees, including our U.S. named executive officers. The savings plan is a tax-qualified 401(k) retirement savings plan pursuant to which participants are able to contribute, on a pre-tax basis, up to the lesser of 50% of their eligible earnings and the limit prescribed by the Internal Revenue Service. 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”.

Ms. Stark participates in a Group Registered Retirement Savings Plan offered to all eligible, full-time Canadian employees. Contributions to this plan by participating employees are tax deductible. The Canada Revenue Agency imposes a limit on the aggregate annual contribution that an employee can make, and her or his employer and any third party can make for the employee’s benefit, to the plan during a tax year. For the 2023 tax year, this annual limit was $23,236⁽¹⁾. Generally, the Company matches an employee’s contributions up to 5% of the employee’s annual eligible earnings. In fiscal 2023, pursuant to the terms of her employment agreement, the Company made monthly flat rate contributions to the plan for Ms. Stark’s benefit of $11,296⁽²⁾ in the aggregate. All Company and employee contributions to this plan are fully vested upon contribution.

Mr. Latour participates in a Tier II statutory Swiss pension plan for all eligible, full-time Swiss employees earning over $26,198⁽³⁾ per annum in accordance with Swiss law. In fiscal 2023, the Company made monthly contributions to the plan for Mr. Latour’s benefit of $17,244⁽⁴⁾ in the aggregate.

Legacy Executive Profit Sharing Plan

The Company historically offered an executive profit sharing plan for U.S. highly compensated employees, including certain of the U.S. named executive officers, that provided for a guaranteed monthly Company contribution for each participant based on the participant’s age and the participant’s eligible earnings, with the ability for supplemental Company contributions at the discretion of the Company. The Company suspended all

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monthly contributions for participants, including named executive officer participants, in March 2022. Pursuant to the terms of the plan, the Company continues to credit each then-participating named executive officer’s 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%, as it has done in the past.

Contributions to a participant’s account and the associated interest are fully vested when the participant’s aggregate service to the Company totals three years. Contributions and interest 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 account and interest thereon are paid to the participant, or her or his 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 plan. The plan also provides for certain early payments from a participant’s 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 certain of our named executive officers and certain other senior executives which provide for certain severance payments and provision of benefits upon a termination in connection with a change in control. For a more fulsome discussion of these benefits, see “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon a Change of Control—Continuity Agreements”.

Other Retirement, 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 or circumstances surrounding the hiring, promotion, retention or departure of an individual, or upon review of the transition and skill needs of the Company, competitive 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 with certain senior executives, including certain named executive officers. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers” for additional details on Messrs. Colosi’s and Lysaght’s separation agreements.

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.

Other Benefits and Perquisites

The Company provides benefits to its full-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 in job-related areas, to promote the wellness of its employees and to allow employees to take advantage of reduced insurance rates available for group policies. In addition to the benefits provided to full-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

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enable the Company to attract and retain employees for key positions. These perquisites may include, as applicable, cost of living, housing, car, commuting and/or transportation allowances and reimbursement of costs associated with relocation, dependents’ education, temporary living arrangements, home leave travel, commuting, internet and other home office arrangements, mobile devices (which are permitted to be used for personal matters) and reimbursement of legal expenses in connection with certain negotiations with the Company as well as tax gross-up payments with respect to such allowances and 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.

Given the various geographical locations of our senior executive team, the Company determined it would be in the best interest of the Company to provide a corporate apartment for the use of senior executives when traveling to the New York headquarters office for business purposes in order to ease accessibility to our headquarters and not divert management’s attention while traveling to New York. Use of the apartment is limited to senior executives residing outside of the “New York Metropolitan Area” (defined as New York, New Jersey and Connecticut).

Compensation Governance

Roles and Responsibilities

Role of the Compensation Committee

The Compensation Committee has fouris comprised of independent non-employee directors as its members and is responsible for determining the compensation for each of the named executive officers. For a discussion of the principal responsibilities and duties of the Compensation Committee, see “Corporate Governance—Committees of the Board of Directors—Compensation Committee”. In particular, from time to time during the fiscal year, the Compensation Committee reviews the base salary, cash bonuses, equity-based incentive compensation and other material benefits, direct and indirect, of the named executive officers.

When determining the appropriate level and mix of compensation, the Compensation Committee gives consideration to factors including 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 performance evaluations from the Chief Executive Officer on roles other than her own. For each named executive officer, the Compensation Committee determines each component of compensation based on its assessment of the executive’s achievement of hisher or herhis individual performance goals and objectives, as applicable, as well as the Company’s overall achievement of its goals and objectives.

The Compensation Committee reviewed the independence status of FW Cook and determined that the work provided by FW Cook did not raise 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 executive and director compensation; their role is limited to providing data and advice to the Compensation Committee for its consideration and attending Compensation Committee meetings as requested.

The Compensation Committee may consider these inputs, observations and advice 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.

Role of our Shareholders

We understand the importance of shareholder outreach and reach out to our major shareholders to enter into dialogue regarding their respective advisory views on the compensation of our named executive officers and, if they so wish, our corporate governance practices. The Compensation Committee considers the results of the advisory, non-binding“say-on-pay” “say-on-pay” votes in connection with the discharge of its responsibilities. At our 20212023 Annual Meeting, of Shareholders, a majorityapproximately 97% of votes were cast in favor of say-on-pay, demonstrating continuedstrong support for the compensation of our named executive officers. Following the Compensation Committee’s review and consideration of this shareholder support, the Compensation Committee determined to make no changes to its approach to executive compensation except as discussed further in this Compensation Discussion and Analysis.

In addition, the Company’s Vice President, Investor Relations, and its General Counsel and Secretary and other members of management engage in discussions with certain institutional investors. The topics discussed, include, among other things,investors to discuss these topics. We ensure that the Compensation Committee or the NCG Committee, as appropriate, receives reports on any such input received from these shareholders to inform their discussions on these matters and take any actions they deem appropriate in response to such input. For example, in response to the continued consideration of feedback in our 2022 shareholder engagement efforts, the Compensation Committee approved the reintroduction of PSUs to our annual equity award mix for fiscal 2023 to address the feedback that our compensation philosophy, pay for performanceprogram lacked performance-based, long-term incentive awards. Additionally, in consultation with the NCG Committee and flexible work model (Work from Wherever), andin recognition of the institutional investors’ overall viewsshareholder feedback regarding prudent corporate governance, includingour current plurality voting standard as described in Proposal 4 of this Proxy Statement, the Board of Directors and executive team composition, executive compensation and governance structure. The feedback collected is reported backrecommending that the shareholders approve the amendment to the Compensation Committeeour Articles to inform discussions on executive compensation. We understandadopt a majority voting standard in uncontested elections of directors. In furtherance of our understanding of the importance of shareholder outreach, andwe expect to continue the dialogue with our major shareholders in fiscal 2022.2024.

Competitive Considerations

The Company is a global organization that operates and recruits across diverse markets and types of business lines. Given the mix of business in which the Company is engaged and the evolving competitive landscape of the global weight management and health and wellness market, 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 maintain a specific list of compensation peers or a target

Policies Regarding the Clawback of Incentive Compensation

In July 2021,2023, our Compensation Committee recommended to the Board of Directors, and the Board of Directors adopted, an incentive clawback policy applicable to current and former executive officers in accordance with Nasdaq listing standards implementing Exchange Act Rule 10D-1 (the “Executive Clawback Policy”). The Executive Clawback Policy requires the Company to recoup or “claw back” from current and former executive officers (including the named executive officers) certain incentive compensation received by such executives on or after October 2, 2023, in the event that the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under federal securities laws, if the compensation received by the executives exceeded the amount that would have been received had the compensation been determined based on the restated financial statements. The policy applies to all “incentive compensation,” which includes any compensation (whether cash or equity-based) received by covered executives that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, as defined in the listing standards. Under the Executive Clawback Policy, the Company’s obligation to claw back such erroneously awarded compensation is mandatory, subject to limited exceptions, and must be applied to each covered executive, regardless of fault with respect to the restatement.

The Company also has a broad-based incentive compensation clawback policy (the “Clawback Policy”) applying to, among others, the Company’s current and former officers and members of the Executive Committee. The Clawback Policyexecutive team. This clawback policy permits the Compensation Committee to recoup or “clawback”claw back all or portions of performance bonuses and long-term incentive awards in certain events, including the restatement of the Company’s reported financial results due to material non-compliance with financial reporting requirements or certain acts of misconduct by such employees.

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.

Use of Employment Agreements

The Company enters into employment agreements with executive officers on a case-by-case basis while also taking into account local practices. On February 23, 2022, the Company entered into an employment agreement with Ms. Grossman wasSistani in connection with her appointment as Chief Executive Officer effective March 21, 2022 (the “Sistani Employment Agreement”). In accordance with local practice in Canada and Switzerland, Ms. Stark and Mr. Latour are also employed by the Company pursuant to an employment agreement she entered into with the Company on April 21, 2017. On September 28, 2021, Ms. Grossman entered into a separation agreement with the Company in connection with her resignation as President and Chief Executive Officer and director of the Company which superseded her employment agreement. See “Potential Payments upon Termination or a Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Mindy Grossman, Former President and Chief Executive Officer” for additional details on Ms. Grossman’s separation agreement.

Apart from continuity agreements, which detail severance and termination payments, benefits and other provisions, none of the other named executive officers has an employment agreement with the Company.

Annual Awards

In fiscal years 2017 through 2019, the Compensation Committee approved annual equity grants to the named executive officers in a mix of RSUs and PSUs. This mix promoted the alignment of our long-term equity incentive compensation program with the Company’s long-term strategic goals while continuing to encourage retention.

In fiscal 2020 and fiscal 2021, the Compensation Committee pivoted the annual equity award mix to a combination of Time-Vesting Options and RSUs. This reflected management’s and the Compensation Committee’s concerns about the unknown impacts (and duration of such impacts) of COVID-19 on the business and consumer sentiment, and the challenges of setting sufficiently-informed long-term performance goals. This pivot from PSUs to stock options provided clarity with respect to performance goals to equity plan participants, including the named executive officers, at a time of uncertainty when retention of talent was critical and increasingly challenging, while it also continued to align participants’ interests with those of our shareholders. In particular, the reintroduction of stock options in the fiscal 2020 annual equity award was deemed a reasonable proxy for PSUs given stock options will only generate value to the extent our Common Stock price increases over the three years after the grant date. The alignment of pay with performance and the inherent performance-oriented nature of stock options is evidenced by many of the outstanding awards currently being below their respective exercise prices and as such holding no intrinsic value. Stock options motivate participants, including the named executive officers, to drive sustained increases in our Common Stock price over the coming years. For the fiscal 2021 annual equity awards, RSU awards were granted in two equal installments in April and October. This change in grant practice from the prior year, which applied to all participants not just named executive officers, was consistent with historical practice and reduced the impact of point-in-time stock price volatility and further increased the retention impact of awards with more frequent vesting intervals. Similar to the prior year, fiscal 2021 annual stock option awards were granted in one installment in April.