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In connection with the extension of the partnership, Ms. Winfrey was granted a fully vested option to purchase approximately 3.3 million shares of WW, representing approximately 4.3% of WW’s common stock on a fully diluted basis. The option grant to Ms. Winfrey is subject to shareholder approval at the Company’s 2020 annual shareholder meeting. The shares issuable under the stock option are subject to certain transfer restrictions which terminate on various dates through May 31, 2025.
If the option grant is approved, the Company will record aone-time charge in the second quarter of 2020, based in part on the value of WW shares at the time of such approval. Using the stock price as of December 13, 2019, such charge would be approximately $62 million; changes to WW’s stock price could change the charge significantly.
Separately, on November 26, 2019, in connection with Ms. Winfrey’s personal strategy for asset diversification, charitable giving and liquidity, Ms. Winfrey established a stock trading plan in accordance with Rule10b5-1 under the Securities Exchange Act of 1934, as amended. This trading plan relates to the sale of a portion of the shares of WW (2.9 million shares) that Ms. Winfrey previously acquired when she entered into her partnership with the Company in 2015 as well as the exercise of certain of the options (1.4 million shares) that were issued to her at such time.
Assuming all transactions covered by the trading plan were consummated today, and the option granted in connection with the extension of the partnership was approved today, Ms. Winfrey would own approximately 2.5 million shares of WW and options with respect to 4.0 million shares of WW.
About WW International, Inc.
WW – Weight Watchers reimagined – is a global wellness company and the world’s leading commercial weight management program. We inspire millions of people to adopt healthy habits for real life. Through our engaging digital experience andface-to-face group workshops, members follow our livable and sustainable program that encompasses healthy eating, physical activity, and a helpful mindset. With more than five decades of experience in building communities and our deep expertise in behavioral science, we aim to deliver wellness for all. To learn more about the WW approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC)
The Company plans to file with the SEC and mail to its shareholders a Proxy Statement in connection with submitting the option grant to Ms. Winfrey for shareholder approval at the Company’s 2020 annual meeting of shareholders.
The Proxy Statement will contain important information about the Company and the option grant to Ms. Winfrey. Investors and security holders are urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the web site maintained by the SEC atwww.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from the Company by contacting WW International, Inc., Attention: Investor Relations, 675 Avenue of the Americas, 6th Floor, New York, New York 10010, (212) 601-7569.
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the transactions contemplated by the option grant to Ms. Winfrey. Additional information regarding interests of such participants will be included in the Proxy Statement that will be filed with the SEC and available free of charge as indicated above.
This news release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about the Company’s plans, strategies and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this news release to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These
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