PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

Corporate Website: corporate.ww.com

NOTICE OF 20232024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 9, 20232024

The 20232024 Annual Meeting of Shareholders of WW International, Inc. (the “Company”) will be held on Tuesday,Thursday, May 9, 20232024 at 10:00 a.m. Eastern Time (the “2023“2024 Annual Meeting”). The 20232024 Annual Meeting will be a virtual meeting of shareholders. You will not be able to physically attend the 20232024 Annual Meeting. You will be able to attend the 20232024 Annual Meeting via live audio webcast by visiting meetnow.global/M4NNGYW,MWDCKGS, as well as vote your shares electronically and submit your questions electronically during the meeting. To attend and participate in the virtual 20232024 Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must have your 15-Digit Control Number assigned by Computershare Trust Company, N.A., the Company’s transfer agent. Instructions for how to obtain such 15-Digit Control Number are provided in the attached Proxy Statement.

The 20232024 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 20, 2023,2024, the record date, are entitled to notice of, and to vote at, the 20232024 Annual Meeting and at any and all adjournments or postponements of the 20232024 Annual Meeting.Due to a scheduling conflict, Ms. Oprah Winfrey, a director of the Company, will not be in attendance at the 2023 Annual Meeting.

By Order of the Board of Directors

Michael F. ColosiJacqueline Cooke

General Counsel and Secretary

New York, New York

April 4, 2023[·], 2024

WHETHER OR NOT YOU EXPECT TO ATTEND THE 20232024 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.

WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6^th Floor

New York, New York 10010

PROXY STATEMENT

FOR THE 20232024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 9, 20232024

The Board of Directors of WW International, Inc. is soliciting proxies for the company’s 20232024 Annual Meeting of Shareholders to be held virtually via live audio webcast at meetnow.global/M4NNGYWMWDCKGS on Tuesday,Thursday, May 9, 2023,2024, 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 20232024 Annual Meeting of 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 4, 2023.[·], 2024.

TABLE OF CONTENTS

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BASIS OF PRESENTATION

WW 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,” 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 product offerings. Our “Workshops + Digital” business refers to providing unlimited access to our workshops combined with our digital subscription productproducts and offerings, toincluding commitment plan subscribers.subscribers and subscribers to 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 20232024 ANNUAL MEETING OF SHAREHOLDERS AND VOTING

The Board of Directors of WW International, Inc. is soliciting proxies for the Company’s 20232024 Annual Meeting of Shareholders (the “2023“2024 Annual Meeting”) to be held virtually via live audio webcast at meetnow.global/M4NNGYWMWDCKGS on Tuesday,Thursday, May 9, 2023,2024, 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 20232024 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 4, 2023.

Due to a scheduling conflict, Ms. Oprah Winfrey, a director of the Company, will not be in attendance at the 2023 Annual Meeting.[·], 2024.

Who is entitled to vote?

As of the close of business on March 20, 20232024 (such date and time, the “Record Date”), there were 70,594,169[·] 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 20232024 Annual Meeting and at any and all adjournments or postponements of the 20232024 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 20232024 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 20232024 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 20232024 Annual Meeting being held via live audio webcast?

The 20232024 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 20232024 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 20232024 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 20232024 Annual Meeting by visiting meetnow.global/M4NNGYW.

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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 20232024 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 20232024 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 20232024 Annual Meeting by contacting our investor relations representative at (212) 601-7569.

The 20232024 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 to 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 20232024 Annual Meeting.

What if I need technical support prior to or during the 20232024 Annual Meeting?

The virtual 20232024 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 20232024 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 20232024 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 20232024 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 20232024 Annual Meeting via webcast, you may vote in advance as follows:

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

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If you wish to vote electronically while attending the 20232024 Annual Meeting via webcast, you may vote while the polls remain open, at meetnow.global/M4NNGYW.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 20232024 Annual Meeting.

Even if you plan to attend the 20232024 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 20232024 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 a beneficial owner of shares, you have the right to direct your bank, broker, trustee or other nominee how to vote your shares.

If you do not wish to participate in the 20232024 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 20232024 Annual Meeting via webcast, while the polls remain open, at meetnow.global/M4NNGYW.MWDCKGS. Since a beneficial owner is not the shareholder of record, you may not attend and vote your shares at the 20232024 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 20232024 Annual Meeting and (ii) register with Computershare by submitting such legal proxy to Computershare as directed below and receiving a 15-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 4, 2023.6, 2024. 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 20232024 Annual Meeting.

Even if you plan to attend the 20232024 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 20232024 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.

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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 20232024 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, the organization that holds your shares may generally vote on routine matters but cannot vote on non-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 a non-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 “broker non-vote”. Proposal 23 (Ratification of the Selection of Independent Registered Public Accounting Firm) isand 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) are considered a routine matter,matters, while Proposal 1 (Election of Class II Directors), Proposal 2 (Election of Class I Directors), Proposal 34 (Amendment to the Company’s Amended and Restated Articles of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors) and Proposal 6 (Advisory Vote to Approve Named Executive Officer Compensation) and Proposal 4 (Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation ) are considered non-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 20232024 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 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 20232024 Annual Meeting and voting electronically prior to the polls being closed (virtual attendance at the 20232024 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 20232024 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 20232024 Annual Meeting constitutes a quorum. A quorum is necessary in order to conduct business at the 20232024 Annual Meeting. Abstentions, withheld votes in the election of directors and broker shares that include broker non-votes that are present and entitled to vote are counted for purposes of determining a quorum. If a quorum is not present, the Company expects that the 20232024 Annual Meeting will be rescheduled for a later date.

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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 20232024 will be ratified if the votes cast at the 20232024 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 20232024 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.

Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation. The advisory vote on whether a shareholder advisory vote on named executive officer compensation should occur every one, two or three years will be determined by which of the options (i.e., every one, two or three years) receives a majority of the votes cast at the 2023 Annual Meeting. If none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by shareholders. Neither an abstention nor a broker non-vote will affect the outcome of the vote on this proposal.

Other Matters. Any other matters that may properly come before the 20232024 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 20232024 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.

Proposals 2, 3 and 46 are advisory votes and not binding on the Company.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares “FOR” the election of each of the Class I director nominees to the Board of Directors (Proposal 1)1 and Proposal 2); “FOR” the ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 20232024 (Proposal 2)3); “FOR” the approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors (Proposal 4); “FOR” the approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to delete various provisions related to our former controlling shareholder that are no longer applicable (Proposal 5); and “FOR” the advisory approval of the compensation of our named executive officers (Proposal 3); and for “1 YEAR” with respect to the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (Proposal 4)6).

How are votes counted?

Representatives of the Company’s transfer agent, Computershare, 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.

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Who will bear the cost of soliciting votes for the 20232024 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 Secretary. Interested persons can send communications by mail to: WW 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 hisher 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 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 4, 2023.[·], 2024.

Important Notice Regarding the Availability of Proxy Materials

for the 20232024 Annual Meeting of Shareholders to be held on May 9, 20232024

This Proxy Statement and the Annual Report to Shareholders are available at corporate.ww.com/MNA.

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PROPOSALPROPOSALS 1 AND 2

ELECTION OF CLASS II 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 I Directors (term expiring in 2023)

Raymond Debbane

Jennifer Dulski

Jonas M. Fajgenbaum

Class II Directors (term expiring in 2024)

Denis F. Kelly

Julie Rice

Christopher J. Sobecki

Oprah Winfrey

Class III Directors (term expiring in 2025)

Steven M. Altschuler, M.D.

Julie Bornstein

Thilo Semmelbauer

Sima Sistani

Class I Directors (term expiring in 2026)

Tracey D. Brown

Tara Comonte*

William H. Shrank, M.D.*

As previously disclosed, Messrs. Debbane and FajgenbaumMs. Winfrey will not be standing for re-election at at the 2023 Annual Meeting. In light of Mr. Debbane also resigning from his role as Chairman of the Board of Directors effective as of the midnight prior to the 2023 Annual Meeting, the Board of Directors has appointed Mr. Semmelbauer to serve as Chairman of the Board of Directors effective as of 12:01 a.m. the morning of the 20232024 Annual Meeting. Immediately following the 20232024 Annual Meeting, the size of the Board of Directors will be reduced from 11ten members to ten, and the Board of Directors expects to re-appoint Mr. Semmelbauer as Chairman of the Board of Directors.nine.

The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), has nominated for election at the 20232024 Annual Meeting as Class III directors, to serve until the 20262027 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 two nominees: Tracey D. BrownDenis F. Kelly and Jennifer Dulski. Ms. Brown previously served as a directorJulie Rice. Each of the Company from February 2019 to January 2022 and Ms. DulskiClass II director nominees is currently serving as a director of the Company and was previously elected as a director by the Company’s shareholders.

Tara Comonte is currently serving as a Class I director of the Company, having been elected as a director by the Board of Directors effective 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 our Executive Officers Directors and Nominees”Directors”.

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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 2023.2024. A representative of PricewaterhouseCoopers is expected to be present at the 20232024 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 20232024 Annual Meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment.

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PROPOSAL 4

AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS

On March 13, 2024, our Board of Directors, upon the recommendation of the NCG Committee, unanimously approved, subject to shareholder approval, and recommended to our shareholders that they approve, an amendment to our Amended and Restated Articles of Incorporation (the “Articles”) to adopt a majority voting standard in uncontested elections of directors.

Current Plurality Vote Standard

Our Articles currently provide that our directors shall be elected by a plurality of the votes cast by shares entitled to vote in the election of directors at a meeting at which a quorum is present, which is the default voting standard under Virginia law. Under the plurality vote standard, the director nominees who receive the highest number of votes cast are elected as directors until all available board seats are filled. In an uncontested election of directors, where the number of director nominees and available board seats are equal, every director nominee is elected so long as they receive any “FOR” votes. As a result, a director may be elected without receiving a majority of votes cast “FOR” his or her election and even if the number of votes withheld exceeds the number of “FOR” votes.

Rationale for Adoption of Majority Vote Standard

During fiscal 2022 and 2023, we held discussions with a number of our largest institutional shareholders. The topics discussed included, among other things, views regarding prudent corporate governance and governance structure. Certain of these shareholders expressed a preference that the Company adopt a majority voting standard for the election of directors, consistent with the voting standard adopted by a majority of S&P 500 companies. As a part of the Board of Directors’ and NCG Committee’s ongoing review of our corporate governance practices and as a result of the aforementioned engagement with our shareholders, our Board of Directors believes that it is in the best interest of our Company and our shareholders to implement a majority vote standard in uncontested director elections, which the Board of Directors believes will enhance the Board of Directors’ accountability to our shareholders.

Accordingly, the Company is proposing to amend the Articles to provide that at any uncontested election of directors, each director nominee of the Company shall be elected by the vote of a majority of the votes cast by shares entitled to vote in the election of directors at a meeting at which a quorum is present. For these purposes, a majority of the votes cast means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee.

Consistent with the practice of most companies that adopt a majority vote standard in uncontested elections of directors, the Company will retain a plurality vote standard in contested elections of directors. In a contested election of directors, where there are more director nominees than the number of board seats open for election, the dispersion of votes among the various director nominees may make it difficult, if not impossible, for a director nominee to receive a majority of votes cast regardless of whether such director nominee is supported by our Board of Directors or a third party. As a result, fewer candidates could be elected to the Board of Directors than the number of authorized board seats, which would be disruptive to the ability of the Board of Directors to perform its duties to the Company and shareholders.

Resignation Policy

Many companies that have adopted a majority vote standard for uncontested elections of directors have also supplemented the majority vote standard with a resignation requirement for directors who do not achieve the

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required majority vote. The resignation requirement ensures that a board can evaluate the circumstances relating to the vote and easily replace the director in question by accepting the resignation. Our Board of Directors has approved, subject to shareholder approval of this proposal to adopt a majority voting standard in uncontested elections of directors, the addition of a resignation policy to the Company’s Corporate Governance Guidelines whereby a director nominee who does not receive the requisite majority vote will be required to promptly offer such director nominee’s resignation to the Chairman of the Board of Directors or the Secretary of the Company following certification of the shareholder vote. The NCG Committee will promptly consider the resignation submitted by such director nominee and will recommend to the Board of Directors what action it believes should be taken in response to the offered resignation, considering what the committee and the Board of Directors believe is in the best interests of the Company and its shareholders.

Proposed Majority Vote Standard

Shareholders are being asked at the 2024 Annual Meeting to approve an amendment to our Articles to replace the plurality voting standard with a majority voting standard for uncontested elections of directors. The adoption of the majority vote standard in uncontested elections of directors requires an amendment to Section 1 of Article V of our Articles. If the amendment is approved by our shareholders, the Company intends to file articles of restatement containing the amendment with the Virginia State Corporation Commission (the “SCC”). The amendment will become effective upon the issuance of a certificate of restatement by the SCC and will be applicable to any future uncontested election of directors. If approved by our shareholders, Section 1 of Article V of our Articles will be revised as follows (additions are double underscored and deletions are struck through):

Section 1 of Article V

Except as expressly otherwise required in the Articles of Incorporation, to be approved, action on a matter involving (a) an amendment or restatement of the Articles of Incorporation for which the VSCA requires shareholder approval, (b) a plan of merger or share exchange for which the VSCA requires shareholder approval, (c) a sale of assets other than in regular course of business or (d) the dissolution of the Corporation shall be approved by the affirmative vote of a majority of the votes entitled to be cast by the then outstanding Voting Shares, voting together as a single group, unless in submitting any such matter to the shareholders the Board of Directors shall require a greater vote; provided that (a) in an uncontested election of directors, directors shall be elected by a majorityplurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present and (b) in a contested election of directors, directors shall be elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present. For purposes of this Article V, an election of directors is a “contested election” if, as of the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the shareholders of the Corporation, or at any time thereafter, the number of nominees exceeds the number of directors to be elected. For purposes of this Article V, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election).

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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

On March 13, 2024, our Board of Directors, upon the recommendation of the NCG Committee, unanimously approved, subject to shareholder approval, and recommended to our shareholders that they approve, an amendment to our Articles to delete certain obsolete provisions relating to the equity ownership of our former controlling shareholder.

Background

Our Articles currently contain several provisions related to the equity ownership of Artal Luxembourg S.A., our former controlling shareholder (the “Former Shareholder”). These provisions:

These provisions, which we refer to as the “Former Shareholder provisions,” detail certain rights, privileges and protections of the Former Shareholder, and are no longer applicable, since the Former Shareholder no longer beneficially owns any shares of our Common Stock. In addition, the Board of Directors believes the current provisions related to the Former Shareholder are potentially confusing and should be removed.

No Impact on Shareholder Rights

Removing the Former Shareholder provisions from the Company’s Articles will have no effect on the rights of shareholders. If the proposed amendment is approved by the Company’s shareholders, then the Company will be enabled to remove potentially confusing provisions and unnecessary references from our Articles that no longer have any effect.

Proposed Amendment

Shareholders are being asked at the 2024 Annual Meeting to approve an amendment to our Articles to remove certain obsolete provisions relating to our Former Shareholder. If the amendment is approved by our shareholders, the Company intends to file articles of restatement containing the amendment with the SCC. The amendment will become effective upon the issuance of a certificate of restatement by the SCC. If approved by our shareholders, Section 2 of Article IV, Section 2 of Article V and Section 1 of Article VII of our Articles will be revised as follows (additions are double underscored and deletions are struck through):

Section 2 of Article IV

2. Subject to the rights of the holders of any Preferred Stock then outstanding, at any time that Artal Luxembourg S.A. (“Artal”) or a Majority Transferee owns a majority of the then outstanding shares of Common Stock, directors may be removed, with or without cause, by the affirmative vote of a majority of the votes entitled to be cast by the then outstanding shares of capital stock of the Corporation that are entitled to vote generally in the election of directors (the “Voting Shares”), voting together as a single voting group. At all other

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times, dDirectors may be removed only for cause and only by the affirmative vote of a majority of the votes entitled to be cast by the then outstanding shares of capital stock of the Corporation that are entitled to vote generally in the election of directors (the “Voting Shares”), voting together as a single voting group. For purposes of the Articles of Incorporation, “Majority Transferee” shall mean a transferee from Artal or any other Majority Transferee of a majority of the then outstanding shares of Common Stock that pursuant to an instrument of transfer or related agreement has been granted rights under such provision of the Articles of Incorporation by Artal or such transferring Majority Transferee.

Section 2 of Article V

2. At any time that Artal or a Majority Transferee owns a majority of the then outstanding shares of Common Stock, the affirmative vote of a majority of the votes entitled to be cast by the then outstanding Voting Shares, voting together as a single voting group, shall be required to amend, alter, change or repeal any provision of Article IV, Section 2 or 3 of this Article V or Section 1 of Article VII. At all other times, tThe affirmative vote of at least 80 percent of the votes entitled to be cast by the then outstanding Voting Shares, voting together as a single voting group, shall be required to amend, alter, change or repeal any provision of Article IV, Section 2 or 3 of this Article V or Section 1 of Article VII.

Section 1 of Article VII

1. A special meeting of the shareholders for any purpose or purposes, unless otherwise provided by law, may be called by order of the Chairman of the Board, the President,or the Board of Directors or, at any time that Artal or any Artal Transferee owns at least 20 percent of the then outstanding shares of Common Stock, by Artal or any such Artal Transferee. For purposes of this Section 1, “Artal Transferee” shall mean a transferee from Artal or any other Artal Transferee of at least 20 percent of the then outstanding shares of Common Stock that pursuant to an instrument of transfer or related agreement has been granted rights under this Section 1 by Artal or any Artal Transferee.

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PROPOSAL 6

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

At the Company’s 20172023 annual meeting of shareholders (the “2023 Annual Meeting”), 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 20172023 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. The next advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers is expected to be held at the Company’s 2029 annual meeting of shareholders.

Accordingly, as required by the Securities Exchange Act of 1934, as amended (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 in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s 20222023 executive compensation program was designed to achieve the following key objectives:

The Compensation and Benefits Committee of the Board of Directors (the “Compensation Committee”) and the Board of Directors believe that the design of the 20222023 executive compensation program, and hence the compensation awarded to named executive officers under the program, fulfilled these objectives. The detail of the design and operation of the compensation program as it pertains to our named executive officers is discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement.

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

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CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

Currently, our Board of Directors is comprised of 11 members, one of whom is standing for re-election at the 2023 Annual Meeting.ten members. As previously disclosed, immediately following the 20232024 Annual Meeting, the size of the Board of Directors will be reduced from 11ten members to ten.nine. 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 9seven meetings in fiscal 2022.2023. In fiscal 2022,2023, each incumbent 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. NineEight then-current directors attended the Company’s 2022 annual meeting of shareholders (the “20222023 Annual Meeting”).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.

Set forth below in the section entitled “Information about our Executive Officers Directors and Nominees”Directors” 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 our corporate website at corporate.ww.com/govdocs. The NCG Committee periodically reviews corporate governance developments and recommends to the Board of Directors 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 NCG Committee. The Board of Directors has determined that a majority of our directors are independent under the applicable listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) and our 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 Nasdaq. The current members of the Audit Committee are Dr. AltschulerMses. Brown and Messrs. KellyComonte and Semmelbauer.Mr. Kelly. The ChairmanChair of the Audit Committee is Mr. Kelly. The Audit Committee held 67 meetings during fiscal 2022.2023.

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The Audit Committee has the power to investigate any matter of interest or concern that it deems appropriate and to retain counsel for 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 Regulation S-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 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 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, Dr. AltschulerMses. Brown and Messrs.Comonte and Mr. Kelly, and Semmelbauer, has no material relationship with us and satisfies the independence requirements under our Corporate

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Compensation Committee

The current members of the Compensation Committee are Dr. Altschuler Messrs. Debbane and SobeckiMses. Bornstein and Ms. Dulski.Comonte. 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 ChairmanChair of the Compensation Committee is Mr. Debbane.Ms. Bornstein. The Compensation Committee held 76 meetings during fiscal 2022.2023.

The principal responsibilities and duties of the Compensation Committee include:

The day-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paid time-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 the day-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 our corporate website at corporate.ww.com/govdocs.

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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, see “Compensation Discussion and Analysis”.

Nominating and Corporate Governance Committee

The current members of the NCG Committee are Ms.Mses. Brown and Rice and Messrs. Semmelbauer and Sobecki.Mr. Semmelbauer. 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 ChairmanChair of the NCG Committee is Mr. Semmelbauer.Ms. Rice. The NCG Committee held 56 meetings during fiscal 2022.2023.

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

The Board of Directors oversees the business and affairs of the Company and monitors the performance of management. The fundamental responsibility of the Board of Directors is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its shareholders. Although the Board of Directors is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board of Directors, reports from management, and discussions with the Company’s executive officers. Directors also communicate with the Company’s outside advisors, as necessary.

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, andDirectors. Most recently, Mr. DebbaneSemmelbauer has been the Chairman of our Board of Directors since our acquisition by Artal Luxembourg in September 1999.May 2023. As the Chairman of the Board of Directors, Mr. DebbaneSemmelbauer acts as the key liaison

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between the Board of Directors and the Chief Executive Officer, presides

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Members of our executive management team meet with the Board of Directors, Audit Committee, Compensation Committee and NCG Committee regularly to discuss, as well as provide reports relating to, the risks facing the Company.

Compensation Committee Interlocks and Insider Participation

Each of Dr. Altschuler, Messrs.Mses. Bornstein and Comonte and former directors Raymond Debbane, and Sobecki and Ms. Dulski and Mr. Sobecki served as a member of the Compensation Committee during fiscal 2022.2023. There were no Compensation Committee interlocks or insider (employee) participation during fiscal 2022.2023. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related Persons—Registration Rights Agreement” for a description of the relationships that Messrs. Debbane and Sobecki havehad with the Company.

Identifying and Evaluating Nominees for Directors

Pursuant 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, directors, officers and employees and third-party search firms and other sources it deems appropriate. Considerations in evaluating candidates include 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 they 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 adopted a formal policy regarding diversity, they evaluate each candidate in the context of the Board of Directors’ membership as a whole and seek to maintain 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. For additional details regarding the diversity of our Board of Directors, see “Information about our Executive Officers Directors and Nominees—Directors—Director Qualifications and Diversity”. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The NCG Committee will consider individuals recommended by shareholders for nomination as a director in accordance with the procedures described below. The NCG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential candidates.

Recommendation of the Replacement Class I DirectorDirectors. The NCG Committee generally works with a third-party search firm to identify suitable candidates for the Board of Directors and evaluate candidate recommendations

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from current directors. Such firm recommended Ms. Sistani, our Chief Executive Officer, identifiedComonte and proposedDr. Shrank. In light of the nominationresignations of Mr. Sobecki and Ms. Brown for electionDulski and after evaluation of such candidates, the NCG Committee recommended to the Company’s Board of Directors. Subsequent to their respective evaluations of Ms. Brown, including with respect to her tenure as a director of the Company between February 2019 and January 2022, the NCG CommitteeDirectors and the Board of Directors nominatedelected Ms. BrownComonte and Dr. Shrank to be electedserve the remainders of Mr. Sobecki and Ms. Dulski terms as a Class I director of the Company at thedirectors effective June 1, 2023 Annual Meeting.and August 5, 2023, respectively.

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standards of Nasdaq and our Corporate Governance Guidelines: Dr.Drs. Altschuler and Shrank, Mses. Bornstein, DulskiBrown, Comonte and Rice and Messrs. Debbane, Fajgenbaum, Kelly Semmelbauer and Sobecki. Additionally, theSemmelbauer. The Board of Directors has affirmativelypreviously determined that director nominee Ms. Brown isformer directors Raymond Debbane, Jennifer Dulski, Jonas Fajgenbaum and Christopher J. Sobecki were independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines. In making the independence determinations, the Board of Directors and the NCG Committee considered all relevant facts and circumstances.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS DIRECTORS AND NOMINEESDIRECTORS

Set forth below are the names, ages, and current positions with us as of April 4, 2023[·], 2024 of our executive officers directors and nominees.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.

Sima Sistani. Ms. Sistani has served as a director and our Chief Executive Officer since March 2022. Until February 2022, she worked at Epic Games, Inc., a video game and software developer and publisher, where she served as Chief Executive Officer of Houseparty, a face-to-face synchronous social network, and also was the senior executive leading social gameplay and feature development for Epic’s gaming products, including Fortnite. Prior to Epic’s acquisition of Houseparty in June 2019, Ms. Sistani was the Chief Executive Officer at Houseparty and served on its Board of Directors, having been one of its original co-founders prior to its February 2016 launch. She previously led mobile growth operations at Yahoo! Inc., a technology company, from November 2011 to May 2015, and from the time Yahoo! acquired Tumblr she served as Tumblr’s first Head of Media. Prior to that time, Ms. Sistani held positions at Goldman Sachs and Creative Artists Agency. Ms. Sistani received a B.A. from Duke University and an M.B.A. from the Kellogg School of Management at Northwestern University. Ms. Sistani is a director of Best Buy Co., Inc.

Heather Stark. Ms. Stark has served as our Chief Financial Officer since May 2023. Ms. Stark previously served as our Interim Principal Financial Officer sincefrom December 2022. She previously served as our2022 to May 2023 and Head of Finance, North America from April 2022 to December 2022,2022. Prior to that time, she served as Vice President Finance & Commercial Development of WW Canada from July 2018 to April 2022, Vice President Finance from May 2015 to July 2018 and Director Finance from December 2010 to May 2015.2015, all for our Canadian business. Prior to joining us, Ms. Stark was with Bacardi Limited, the world’s largest privately held spirits business, where she served as Controller of the Canadian business from September 2005 to November 2010. Prior to joining Bacardi, Ms. StarkShe also previously served as the Corporate Controller of Opta Minerals Inc., a Canadian publicly traded processor, distributor and seller of industrial minerals, from 2004 to 2005. Ms. Stark was a Chartered Accountant for PriceWaterhouseCoopersPricewaterhouseCoopers LLP from 1999 through 2004. Ms. Stark received a B.A. in Canadian Studies from the University of Toronto and her Chartered Accountant and Chartered Professional Accountant designation from CPA Ontario.

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(“23andMe”), a genetics-led consumer healthcare and therapeutics company, from February 2022 to January 2024. She previously served as 23andMe’s Deputy General Counsel from March 2018 to February 2022 (including also acting as Privacy Officer from February 2020 on) and Associate General Counsel from April 2015 to February 2018. Prior to joining 23andMe, Ms. Cooke served as legal counsel to Genomic Health, Inc., a provider of genomic-based diagnostic tests that help optimize cancer care, from 2012 to 2015. She previously worked as an attorney at Latham & Watkins LLP from 2006 to 2012. Ms. Cooke received a B.A. in Ethnic Studies and Public Policy from the University of California, Berkeley, a M.P.P. from the John F. Kennedy School of Government at Harvard University and a J.D. from the Georgetown University Law Center.

Pierre-Olivier Latour. Mr. Latour has served as our Chief Technology Officer since June 2023, after serving as our Head of Engineering from April 2023 to June 2023. Prior to joining us, Mr. Colosi most recently served as Senior Vice President, General Counsel and Corporate Secretary of Kenneth Cole Productions,Latour was an Engineering Executive at Epic Games, Inc. (KCP), a multi-brand retail, wholesalevideo game and licensing company, from March 2007 to February 2014. His service as General Counselsoftware developer 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 B.A. in Economics and English from Cornell University and a J.D. from The University of Michigan Law School.

Michael Lysaght. Mr. Lysaght serves as our Chief Technology Officer. Since joining us in September 2014, he previouslypublisher, having served in several senior engineering management roles including Chief Digital Officer from AugustSeptember 2019 to April 2022,2023. Beginning in November 2016, he served as the Chief Technology Officer from September 2016at Houseparty, a face-to-face synchronous social network, prior to July 2019 and Senior Vice President of Digital Product Engineering from September 2014 to September 2016. Prior to joining us,its acquisition by Epic Games in 2019. Previously, Mr. Lysaght worked at SecondMarket, Inc. (now Nasdaq Private Market), a platform providing liquidity solutions for private companies, from March 2009 to September 2014, where he most recentlyLatour held the role of Vice President of Engineering/Head of Technology. He previously was an Independent Consultant working for a variety of startups, telecommunicationvarious engineering leadership positions with mid-stage Silicon Valley startup companies and financial institutions.sold several companies and technologies, including one to Apple in 2003. Mr. Lysaght hasLatour received a B. Sc.master’s degree in Computer ScienceMicroengineering from University College Cork, Ireland.EPFL (École polytechnique fédérale de Lausanne).

Amanda Tolleson. Ms. Tolleson has served as our Chief Marketing Officer since August 2022. Prior to joining us, Ms. Tolleson served as Chief Customer Officer at Maisonette, a curated baby and kid’s marketplace, from March 2020 to August 2022. She previously held several roles at Birchbox, a subscription beauty service, most recently serving as Chief Customer Officer from March 2018 to March 2020 and Chief Marketing Officer from March 2016 to March 2018, after joining the company in January 2014. Prior to that, Ms. Tolleson held several positions at various brand and marketing strategy consultancies. Ms. Tolleson received a B.A. in Psychology from Stanford University and an M.B.A. from Harvard Business School.

Raymond Debbane.Thilo Semmelbauer. Mr. DebbaneSemmelbauer has been the Chairman of our Board of Directors since May 2023 and a director since September 2016. He served as a member of our acquisition by Artal Luxembourg in September 1999. Mr. Debbane is a co-founder andformer Interim Office of the Chief Executive Officer from September 2016 to July 2017. Since May 2019, Mr. Semmelbauer has served as Managing Director of The Invus Group, LLC. PriorInsight Partners, a global private equity and venture capital firm, where he previously served as a Senior Advisor from 2017 to forming The Invus Group, LLC in 1985,2019 and a Venture Partner from 2015 to 2017. From 2010 to 2015, he served as President and Chief Operating Officer of Shutterstock, Inc., a global marketplace for licensing images, videos, and music to businesses worldwide. From 2009 to 2010, he served as Executive Vice President, Consumer Business, of TheLadders.com, a career management company. Mr. DebbaneSemmelbauer was a manageralso Weight Watchers International, Inc.’s Global Chief Operating Officer from 2006 to 2008 and consultantChief Operating Officer for The Boston Consulting Group in Paris, France.North America from 2004 to 2006, after serving as President and Chief Operating Officer of WeightWatchers.com from 2000 to 2004 where he was part of the founding team. He holds an M.B.A.A.B. in Electrical Engineering and Computer Science from Stanford Graduate School of Business, anDartmouth College and a dual M.S. in Food ScienceManagement and TechnologyElectrical Engineering from the UniversityMassachusetts Institute 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. 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 Blue Buffalo Pet Products, Inc.Technology.

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 University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP) 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-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University. Dr. Altschuler is Chairman of the Board of Directors of 89bio, Inc. and Lexeo Therapeutics, Inc. and a director of Orchard Therapeutics plc. He

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previously served as Chair of the Board of Directors of Spark Therapeutics, Inc. and a director of Adtalem Global Education Inc.

Julie Bornstein. Ms. Bornstein has been a director since February 2019. Until January 2023, Ms. Bornstein served as Senior Vice President and Chief Shopping Officer of Pinterest, Inc., a digital visual inspiration

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Julie Rice. Ms. Rice has been a director since August 2018. Since February 2021, she has served as the Co-Founder and Co-Chief Executive Officer of Peoplehood LLC, a connection and wellness company, and since June 2016, she has served as the Co-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. After co-founding SoulCycle Inc., a fitness company, in 2006, Ms. Rice served as Co-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.William H. Shrank, M.D. Mr. SemmelbauerDr. Shrank has been a director since September 2016. He served asAugust 2023. Since January 2023, Dr. Shrank has been a memberventure partner to the Bio + Health team 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,Andreessen Horowitz, a global private equity and venture capital firm, where hefirm. He previously served as Chief Medical Officer of Humana Inc. (Humana), a Senior Advisorleading care delivery and health plan administration company, from 2017April 2019 to 2019 and a Venture Partner from 2015 to 2017. From 2010 to 2015, heAugust 2022. He also served as Humana’s Chief Medical and Corporate Affairs Officer from July 2019 to July 2021 during which time he oversaw its government affairs function. Prior to joining Humana, Dr. Shrank served as Chief Medical Officer, Insurance Services Division, of the University of Pittsburgh Medical Center (UPMC) from April 2016 to February 2019. From 2013 to 2016, Dr. Shrank held several positions with CVS Health Corporation (CVS Health), a health solutions company, including Senior Vice President, Chief Scientific Officer, and Chief OperatingMedical Officer of Shutterstock, Inc., a global marketplace for licensing images, videos, and musicProvider Innovation. Prior to businesses worldwide. From 2009 to 2010, hejoining CVS Health, Dr. Shrank served as Executive Vice President, Consumer Business, of TheLadders.com, a career management company. Mr. Semmelbauer was also Weight Watchers International, Inc.’s Global Chief Operating Officer from 2006 to 2008Director, Research and Chief Operating OfficerRapid-Cycle Evaluation Group, for North America from 2004 to 2006, after serving as Presidentthe Center for Medicare and Chief Operating Officer of WeightWatchers.com from 2000 to 2004 where he wasMedicaid Innovation, part of the founding team.Centers for Medicare and Medicaid Services (CMS). Dr. Shrank began his career as a practicing physician with Brigham and Women’s Hospital in Boston, Massachusetts and as an assistant professor at Harvard Medical School. Dr. Shrank received a B.A. in Psychology from Brown University and an M.D. from Cornell University Medical College. He also holds an A.B. in Electrical Engineering and Computer Science from Dartmouth College and a dual M.S. in Management and Electrical EngineeringHealth Services from the Massachusetts InstituteUniversity of Technology.

Christopher J. Sobecki. Mr. Sobecki has been a director since our acquisition by Artal Luxembourg in September 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.California, Los Angeles.

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

Director Qualifications and Diversity

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

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In addition, with regard to each of Messrs. Debbane, Fajgenbaum 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.

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The Board of Directors seeks to maintain 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. In accordance with Nasdaq rules, the following Board Diversity Matrix sets forth the required self-identified diversity statistics for our directors.

We also recognize that one of our directors identifies as Persian.

Arrangements and Understandings

As previously disclosed, the Winfrey Purchase Agreement (as defined hereafter) that the Company entered into with Ms. Winfrey on October 18, 2015 initially provided Ms. Winfrey with the right to be nominated as a 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 commenced and 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 became operative on May 6, 2020 when the Company’s shareholders approved the Winfrey Amendment Option Agreement (as defined below). Additionally, pursuant to the Corporate AgreementThroughout such second term, except as otherwise prohibited by applicable law, the Company entered into with Artal in November 2001, which was amended in July 2005,intended to cause Ms. Winfrey to be nominated as a director of the Company. However, as previously disclosed, Ms. Winfrey is not seeking to be re-nominated as a director of the Company agreed that so long as Artal beneficially owns 10% or more of its then outstanding voting stock, Artal hasat 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.2024 Annual Meeting. See “Transactions with Related Persons and Certain Control Persons—Transactions with Related PersonsPersons—Winfrey Transactions” for further information on these arrangements.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Audit fees for fiscal 20222023 and fiscal 20212022 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 20222023 and fiscal 2021,2022, 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 20222023 and fiscal 20212022 and (iii) reviews of documents filed with the SEC.

Audit-Related Fees

Audit-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 20222023 and fiscal 20212022 were related to the issuance of various special reports.

Tax Fees

Tax fees for fiscal 20222023 and fiscal 20212022 were for services rendered by PricewaterhouseCoopers primarily related to tax compliance, tax consulting and various special projects (including advice on tax examinations).

All Other Fees

All other fees for fiscal 20222023 and fiscal 20212022 were for services rendered by PricewaterhouseCoopers primarily related to assistance with statutory account filings and other miscellaneous professional services.

All audit-related services, tax services and other services were pre-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’s Pre-Approval Policy for Audit and Non-Audit Services provides for pre-approval of audit, audit-related, tax and other services specifically described in appendices to the policy. Such services are pre-approved up to a specified fee limit and for a term of 12 months from the date of pre-approval, unless the Audit Committee provides for a different period. All other permitted services, as well as proposed services exceeding the pre-approved fee limit, must be separately pre-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 members pre-approval authority with respect to permitted services. The Audit Committee delegated specific pre-approval authority to its chairperson, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 in the aggregate. Pursuant to this delegation, the chairperson must report any pre-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 20222023 and fiscal 2021:2022:

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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 2022.2023.

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. AltschulerTracey D. Brown and Thilo Semmelbauer,Tara Comonte, is an “independent” director based on Rule 10A-3 of the Exchange Act, the listing standards of Nasdaq, 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 2022,2023, 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 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 of non-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 has pre-approved all fiscal 20222023 audit and permissible non-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 Form 10-K for fiscal 2022.2023.

The Audit Committee has selected PricewaterhouseCoopers as the Company’s independent registered public accounting firm for fiscal 2023, and the Board of Directors has approved submitting such selection to the shareholders for ratification.

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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 20222023 and included in this Proxy Statement.

Respectfully submitted,

Compensation and Benefits Committee

Raymond Debbane,Julie Bornstein, Chair

Steven M. Altschuler

Jennifer Dulski

Christopher J. SobeckiTara Comonte

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our executive compensation program with respect to fiscal 20222023 and the amounts in the compensation tables that follow.

Named Executive Officers

Executive Summary

Fiscal 20222023 Business Performance Summary

In fiscal 2022,We compete in the global weight management and health and wellness market which is rapidly evolving and increasingly competitive. Fiscal 2023 was a pivotal year for WW as we introduced our first clinical weight management offering to meet the significant shift in consumer sentiment regarding clinical weight management intervention and continued to feel the impacttailor our portfolio of offerings and leverage technology for our members to improve their weight health. Fiscal 2023 End of Period Subscribers were 3.8 million, up 7% year-over-year, reflecting recruitment growth driven by efficient performance marketing and improvements to our product experience. End of Period Subscribers is an important indicator of both in-year and future performance and, as such, was used as a challenging consumer environment, which has had an ongoing impact on our financial performance. WW ended fiscal 2022 with 3.5 million subscribers, a decrease of 14.9% from the prior year. Our fiscal 2022 total revenue of $1.04 billion was down 14.2% versus the prior year. We experienced an operating loss of $283.0 millionCompany performance metric in fiscal 2022 as compared to operating income of $196.3 million in the prior year. Diluted net loss per share for fiscal 2022 was $3.58 compared to earnings per fully diluted share of $0.95 in the prior year. In light of these results, we did not achieve the Company’s global full year fiscal 2022 operating income goal of $168.0 million under our fiscal 20222023 annual, performance-based cash bonus plan for eligible employees. In fiscal 2023, management continued its strategic realignment of its organizational structure and therefore, did not payresources, 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 plan, benefitted from effective expense management during the year. The Company’s fiscal 20222023 financial performance reflects the collective strategic focus of all WW employees which contributed to the fiscal 2023 annual, performance-based cash bonusesbonus attributable to the Company’s financial performance goals being paid out at target (except ina weighted achievement percentage of 133%. Fiscal 2023 also saw the casereintroduction of Ms. Sistani as discussed further below). After adjustingperformance stock units (“PSUs”) to align our fiscal 2022 reported operating income for impairment and restructuring charges and a tax reserve reassessment,compensation program with our fiscal 2022 adjusted operating income achievement was $154.55 million, which was 92% of our full year 2022 financial performance goal. For additional details on these adjustmentscommitment to fiscal 2022 reported operating income, see “—Executive Compensation Framework and 2022 Compensation Decisions—Cash Bonuses— Annual, Performance-Based Cash Bonus—Determination of Financial Performance Metrics and Goals”. As a result, bonuses were funded at 60% (equivalentreturn the Company to a $10.9 million payout) with respect to the portion of the 2022 annual cash bonus payable in connection with the Company’s global full year fiscal 2022 financial performance.growth trajectory.

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Executive Compensation at a Glance

To be successful, we need to attract, motivate and retain exceptional talent critical to our near- and long- term success, and align their compensation with measures that reflect strategic and financial performance and shareholder value creation. Fiscal 2022 was a year of significant transition for the Company, with several leadership changes, an organizational realignment to simplify the Company’s corporate structure and reduce costs, and a strategic refocusing under the guidance of our new Chief Executive Officer, Ms. Sistani. Through periods of change, it is important that our compensation programs, including those for our executives, keep pace with the competition and support the evolving needs of the Company. Below we summarize the key features of our executive compensation program during fiscal 2022, along with certain programmatic changes for fiscal 2023 which reflect our forward-looking priorities and respond to feedback from our shareholders.2023. For additional details on our fiscal 20222023 compensation program, see “—Fiscal 2023 Executive Compensation Framework and 2022 Compensation Decisions”.

Target Compensation Mix

Component

CEO(1)

Other NEOs(2)

Description

Base Salary Attract and retain exceptional talent critical to our success

•  Reflects job responsibilities and performance   •  Determined based on subjective evaluation of factors, includingthe executive’s position, level, scope of responsibility, prior experience and accomplishments, and contextual market data on salaries and inflation

Annual, Performance-Based Cash Bonus Drive and reward the achievement of our annual business objectives and, in certain cases, individual performance

•  Target bonus value determined based on role, ranging from 40%60% to 150% of salary   •  Maximum payouts capped   •  CEO and CFO bonuses based on Company performance (100%)   •  Other named executive officer bonuses based on Company performance (75%) and individual performance (25%)   •  Fiscal 20222023 Company performance was assessed solely against global full year operating income goal; fiscal 2023 Company financial performance will beassessed against an equally weighted combination of a global full year operating income goal and endEnd of period subscribersPeriod Subscribers goal

Long-Term Incentives Align executive compensation with our long-term goals and creation of shareholder value

•  Target equity value determined based on role, ranging from 100% to 400% of salary •  Actual grant values ranged from 93% to 372% of salary, reflecting the application of the fixed share price methodology described above (awards granted based on a fixed price of $9.13) •  Fiscal 2023 awards granted to then-current executive officers in the form of PSUs (one-third) and RSUs (two-thirds) in one installment (May) •  RSU awards will vest proportionately over three years on each anniversary of the applicable grant date •  PSUs earned can range from 0% – 200% of target based on a three-year relative TSR performance goal and vest on the third anniversary of the grant date

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		Target Compensation Mix
Component		CEO(1)		Other NEOs(2)		Description
Long-Term Incentives Align executive compensation with our long-term goals and creation of shareholder value						•  Target value determined based on role, ranging from 100% to 400% of salary •  Fiscal 2022 annual equity awards granted in the form of stock options (50%) and RSUs (50%); fiscal 2023 annual equity awards to be granted in the form of PSUs (33.3%) and RSUs (66.6%) •  Fiscal 2022 annual stock option awards granted in one installment (May) and vest proportionately over 3 years on each anniversary of the grant date •  Fiscal 2022 annual RSU awards granted in two installments (May and November), with the value of both installments converted into a number of RSUs based on a share price of $9.13, and vest proportionately over 3 years on each anniversary of the applicable grant date •  Fiscal 2023 and fiscal 2024 annual equity awards will be calculated based on a fixed share price of $9.13 •  Fiscal 2023 annual RSU awards to be granted in one installment (May) and will vest proportionately over 3 years on each anniversary of the applicable grant date •  Fiscal 2023 annual PSU awards to be granted in one installment (May) and vest from 0% – 200% of target based on a three-year relative TSR (defined below) performance goal on the third anniversary of the grant date
Benefits and Perquisites Enable financial and physical wellness, increase tenure and facilitate performance						•  Welfare and other indirect benefits generally align with programs offered to other salaried WW employees, including health care coverage, life and disability insurance protection, reimbursement for educational expenses, wellness allowance and access to group insurance coverage   •  Retirement benefits including 401(k) (or local equivalent) aligned with offerings for other salaried employees   •  Market competitive perquisites including car or commuting allowance or expense reimbursement

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Compensation Governance and Best Practices

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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 is comprised of independent non-employee directors 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.

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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 20222023 Annual Meeting, a majorityapproximately 97% of votes were cast in favor of say-on-pay, demonstrating continuedstrong support for the compensation of our named executive officers. However,In addition, the level of support did represent a decline relative to the prior year.

In response to the feedback received from shareholders regarding our say-on-pay vote held at the 2022 Annual Meeting, we reached out to 11 institutional shareholders who then represented approximately 57% of our outstanding Common Stock (not including shares held by Artal or our officers and directors). Of those approached, four institutional shareholders, representing approximately 33% of our then outstanding Common Stock (not including shares held by Artal or our officers and directors), elected to speak with us. The Company’s Vice President, Investor Relations, and its General Counsel and Secretary engagedand other members of management engage in these discussions with certain institutional shareholders. The topics discussed included, among other things, our compensation philosophy, pay for performance, views regarding prudent corporate governance, and governance structure. The input received was reported backinvestors 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 executive compensation. The input receivedthese matters and take any actions they deem appropriate in response to such input. For example, in response to the corresponding responses are summarized below.

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PolicyPolicies Regarding the Clawback of Incentive Compensation

In 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 an approveda 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 team. The Clawback PolicyThis 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. Sistani 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 isand Mr. Latour are also employed by the Company pursuant to an employment agreement.

Our former President and Chief Executive Officer, Ms. Grossman, was employed by the Company pursuant to an employment agreement. On September 28, 2021, Ms. Grossman entered into a separation agreement with the Company in connection with her resignation. 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.

Executive Compensation Framework and 2022 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 above.

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