| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective May 13, 2024, WW International, Inc. (the “Company”) amended and restated its Amended and Restated Articles of Incorporation (as amended, the “Second Amended and Restated Articles of Incorporation”) to delete Section D of Article III thereof to reflect the cancellation of the Company’s previously outstanding Series A Preferred Stock and implement additional immaterial technical and conforming changes. The Second Amended and Restated Articles of Incorporation also reflect the Company’s adoption of a majority voting standard in uncontested elections of directors in place of the previous plurality voting standard, as approved by the Company’s shareholders at the Company’s 2024 annual meeting (the “2024 Annual Meeting”). The Second Amended and Restated Articles of Incorporation retain the plurality voting standard in contested elections of directors.
Effective May 13, 2024, the Company also amended and restated its Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to update and expand certain procedural and informational requirements for shareholder nominations for election of directors or proposals of business at the Company’s shareholder meetings pursuant to the Company’s “advance notice” provisions, including updates to reflect the adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities and Exchange Act of 1934, as amended. The Amended and Restated Bylaws also delete certain obsolete provisions relating to the equity ownership of the Company’s former controlling shareholder and implement additional immaterial technical and conforming changes.
The foregoing summary and description of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full texts of such documents, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. In addition, marked copies of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws showing all changes from the respective prior versions are attached hereto as Exhibits 3.3 and 3.4, respectively.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the 2024 Annual Meeting on May 9, 2024. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class II directors for a term of three years expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (2) elected the persons listed below to serve as Class I directors for a term of two years expiring at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death; (3) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024; (4) approved the amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested elections of directors; (5) did not approve the 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; and (6) approved, on an advisory basis, the Company’s named executive officer compensation. Set forth below are the voting results for these proposals.
| | 1. | Election of two Class II directors for a term of three years expiring at the 2027 Annual Meeting and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death: |
| | | | | | |
Nominee Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Denis F. Kelly | | 28,489,452 | | 837,275 | | 22,868,371 |
Julie Rice | | 27,951,447 | | 1,375,280 | | 22,868,371 |
| | 2. | Election of two Class I directors for a term of two years expiring at the 2026 Annual Meeting and until their successors have been duly elected and qualified or until the earlier of their resignation, removal, retirement, disqualification or death: |
| | | | | | |
Nominee Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Tara Comonte | | 28,724,917 | | 601,810 | | 22,868,371 |
William H. Shrank, M.D. | | 28,720,705 | | 606,022 | | 22,868,371 |
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