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WW International, Inc. 2021 Proxy Statement

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WW International, Inc. 2021 Proxy Statement WW INTERNATIONAL, INC. 675 Avenue of the Americas, 6th Floor New York, New York 10010 Corporate Website: corporate.ww.com NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS To Be Held On May 11, 2021 The 2021 Annual Meeting of Shareholders of WW International, Inc. (the “Company”) will be held on Tuesday, May 11, 2021 at 10:00 a.m. Eastern Time (the “2021 Annual Meeting”). The 2021 Annual Meeting will be a virtual meeting of shareholders. You will not be able to physically attend the 2021 Annual Meeting. You will be able to attend the 2021 Annual Meeting via live audio webcast by visiting www.meetingcenter.io/261298845, as well as vote your shares electronically and submit your questions electronically during the meeting. The password for the meeting is WW2021. To attend and participate in the virtual 2021 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 2021 Annual Meeting will be held to consider and act upon each of the following matters: 1. The election of the four nominees named in the attached Proxy Statement as members of the Board of Directors to serve for a three-year term as Class II directors; 2. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2021; 3. The approval of the Company’s Third Amended and Restated 2014 Stock Incentive Plan to make certain changes, including increasing the number of shares of common stock with respect to which awards may be granted by 4,000,000 shares, to the plan; 4. The advisory vote to approve named executive officer compensation; and 5. Such other business as may properly come before the meeting and any and all adjournments or postponements thereof. These items of business are more fully described in the attached Proxy Statement. Only shareholders of record at the close of business on March 18, 2021, the record date, are entitled to notice of, and to vote at, the 2021 Annual Meeting and at any and all adjournments or postponements of the 2021 Annual Meeting. Due to a scheduling conflict, Ms. Oprah Winfrey, a director of the Company, will not be in attendance at the 2021 Annual Meeting. By Order of the Board of Directors Michael F. Colosi General Counsel and Secretary New York, New York April 6, 2021 WHETHER OR NOT YOU EXPECT TO ATTEND THE 2021 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, 6th Floor New York, New York 10010 PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS To Be Held On May 11, 2021 The Board of Directors of WW International, Inc. is soliciting proxies for the company’s 2021 Annual Meeting of Shareholders to be held virtually via live audio webcast at www.meetingcenter.io/261298845 (password: WW2021) on Tuesday, May 11, 2021, 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 2021 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 6, 2021. TABLE OF CONTENTS Page INFORMATION ABOUT THE 2021 ANNUAL MEETING OF SHAREHOLDERS AND VOTING ........................................................................... 1 Who is entitled to vote? .............................................................. 1 What is the difference between holding shares as a shareholder of record and as a beneficial owner? .......................................................................... 1 Why is the 2021 Annual Meeting being held via live audio webcast? ........................... 1 How do I participate in the virtual meeting? .............................................. 1 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? ............................................................... 2 If I am a shareholder of record, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote? ................................................... 2 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? ......................................... 3 Why is there information regarding the Internet availability of proxy materials? .................. 3 How can I get access to the proxy materials over the Internet? ................................ 3 What happens if I do not give specific voting instructions? .................................. 3 How can I revoke my proxy or change my vote? ........................................... 4 How many shares must be present or represented to constitute a quorum for the 2021 Annual Meeting? ........................................................................ 4 What is the voting requirement to approve each of the proposals? ............................. 4 How does the Board of Directors recommend that I vote? ................................... 5 How are votes counted? .............................................................. 5 Who will bear the cost of soliciting votes for the 2021 Annual Meeting? ........................ 5 How can interested parties communicate with the Board of Directors? ......................... 5 When do we anticipate mailing the proxy materials to shareholders? ........................... 6 PROPOSAL 1 ELECTION OF CLASS II DIRECTORS ..................................... 7 PROPOSAL 2 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ........................................................ 8 PROPOSAL 3 APPROVAL OF THE COMPANY’S THIRD AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN ........................................................... 9 PROPOSAL 4 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION ................................................................... 17 CORPORATE GOVERNANCE .......................................................... 18 Board of Directors and Committees ..................................................... 18 Board of Directors .................................................................. 18 Corporate Governance Guidelines ...................................................... 18 Committees of the Board of Directors ................................................... 18 Audit Committee ................................................................... 18 Compensation Committee ............................................................ 20 Nominating and Corporate Governance Committee ........................................ 21 Board Structure ..................................................................... 21 Oversight of Risk Management ........................................................ 21 Compensation Committee Interlocks and Insider Participation ................................ 22 Identifying and Evaluating Nominees for Directors ......................................... 22 Procedures for Submitting Director Recommendations and Nominations ....................... 22 Director Independence ............................................................... 23 Code of Business Conduct and Ethics ................................................... 24 Executive Sessions of Non-Management and Independent Directors ........................... 24 INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS .................. 25 Director Qualifications and Diversity .................................................... 29 Arrangements and Understandings ...................................................... 30 i Page PRINCIPAL ACCOUNTANT FEES AND SERVICES ....................................... 31 Audit Fees ......................................................................... 31 Audit-Related Fees .................................................................. 31 Tax Fees .......................................................................... 31 All Other Fees ...................................................................... 31 Principal Accountant Fees and Services .................................................. 32 AUDIT COMMITTEE REPORT ......................................................... 33 COMPENSATION COMMITTEE REPORT ............................................... 35 COMPENSATION DISCUSSION AND ANALYSIS ......................................... 36 SUMMARY COMPENSATION TABLE .................................................. 57 GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2020 .................................. 59 OUTSTANDING EQUITY AWARDS AT FISCAL 2020 YEAR-END .......................... 61 OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2020 ............................ 63 PENSION BENEFITS .................................................................
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