WEIGHT WATCHERS INTERNATIONAL, INC. (NYSE:WTW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

WEIGHT WATCHERS INTERNATIONAL, INC. (NYSE:WTW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Second Amended and Restated Weight Watchers
International, Inc. 2014 Stock Incentive Plan

On May9, 2017, Weight Watchers International, Inc. (the Company)
held its 2017 annual meeting of shareholders (the Annual Meeting)
at which the Companys shareholders approved the Second Amended
and Restated Weight Watchers International, Inc. 2014 Stock
Incentive Plan (as amended and restated, the AR 2014 Plan). The
AR 2014 Plan increases the (i)number of shares of common stock,
no par value per share, of the Company with respect to which
awards may be granted under the plan by 5,000,000 and (ii)limit
on compensation that can be awarded to a non-employee director in
any given calendar year to $600,000. The Companys shareholders
also re-approved the material terms of the performance goals set
forth in the AR 2014 Plan. The material features of the AR 2014
Plan are described in the section entitled Proposal 4 Approval of
the Companys Second Amended and Restated 2014 Stock Incentive
Plan on pages 8 through 15 of the Companys Definitive Proxy
Statement on Schedule 14A filed on April3, 2017 in connection
with the Annual Meeting, which pages are incorporated herein by
reference.A copy of the AR 2014 Plan is filed as Exhibit 10.1
hereto and incorporated herein by reference.

Item5.07. Submission of Matters to a Vote of Security
Holders.

At the Annual Meeting on May9, 2017, the Companys shareholders
(1)elected the persons listed below to serve as Class I directors
for a term of three years expiring at the Companys 2020 annual
meeting of shareholders and until their successors have been duly
elected and qualified; (2)elected the person listed below to
serve as a Class III director for a term of two years expiring at
the Companys 2019 annual meeting of shareholders and until his
successor has been duly elected and qualified; (3)ratified the
selection of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for fiscal 2017;
(4)approved the AR 2014 Plan; (5)approved, on an advisory basis,
the Companys named executive officer compensation; and (6)voted,
on an advisory basis, in favor of holding future advisory votes
to approve the Companys named executive officer compensation
every year. Set forth below are the voting results for these
proposals.

(1) Election of three Class I directors for a term of three years
expiring at the Companys 2020 annual meeting of shareholders
and until their successors have been duly elected and
qualified:

Nominee Name

Votes For VotesWithheld BrokerNon-Votes

Raymond Debbane

38,262,180 12,053,580 8,872,542

Cynthia Elkins

42,768,424 7,547,336 8,872,542

Jonas M. Fajgenbaum

38,709,499 11,606,261 8,872,542
(2) Election of one Class III director for a term of two years
expiring at the Companys 2019 annual meeting of shareholders
and until his successor has been duly elected and qualified:

Nominee Name

Votes For VotesWithheld BrokerNon-Votes

Thilo Semmelbauer

46,484,012 3,831,748 8,872,542
(3) Ratification of the selection of PricewaterhouseCoopers LLP
as the Companys independent registered public accounting firm
for fiscal 2017:

Votes For

VotesAgainst

Abstentions

BrokerNon-Votes

58,737,888

373,204 77,210 N/A

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(4) Approval of the AR 2014 Plan:

Votes For

VotesAgainst

Abstentions

BrokerNon-Votes

38,169,651

12,099,006 47,103 8,872,542
(5) Advisory vote to approve the Companys named executive officer
compensation:

Votes For

VotesAgainst

Abstentions

BrokerNon-Votes

39,616,676

10,652,047 47,037 8,872,542
(6) Advisory vote on the frequency of future advisory votes to
approve the Companys named executive officer compensation:

1 Year

2Years

3 Years

Abstentions

BrokerNon-Votes

49,550,901

82,944 642,371 39,544

8,872,542

As disclosed above, a majority of the votes cast voted, on an
advisory basis, in favor of holding future advisory votes to
approve the Companys named executive officer compensation every
year. In light of such vote, and consistent with the
recommendation of the Companys board of directors (the Board),
the Board has determined that it currently intends to include an
advisory vote to approve the compensation of the Companys named
executive officers every year until the next required vote on the
frequency of shareholder votes on the compensation of the
Companys named executive officers.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Amended and Restated Weight Watchers International,
Inc. 2014 Stock Incentive Plan.
99.1 The section entitled Proposal 4 Approval of the Companys
Second Amended and Restated 2014 Stock Incentive Plan
appearing on pages 8-15 of the Companys Definitive Proxy
Statement on Schedule 14A filed on April3, 2017 is
incorporated herein by reference.

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About WEIGHT WATCHERS INTERNATIONAL, INC. (NYSE:WTW)

Weight Watchers International, Inc. is a provider of weight management services. The Company operates globally through a network of Company-owned and franchise operations. The Company’s branded products and services include meetings conducted by its franchisees, digital weight management products provided through its Websites, mobile sites and applications, products sold at meetings, licensed products sold in retail channels and magazine subscriptions and other publications. It operates through four segments: North America, United Kingdom, Continental Europe (CE) and Other. It sells a range of products, including bars, snacks, cookbooks, food and restaurant guides with SmartPoints values, Weight Watchers magazines, SmartPoints calculators and fitness kits, and certain third-party products, such as activity-tracking monitors. It sells its products through its meetings business, online and to its franchisees.

WEIGHT WATCHERS INTERNATIONAL, INC. (NYSE:WTW) Recent Trading Information

WEIGHT WATCHERS INTERNATIONAL, INC. (NYSE:WTW) closed its last trading session down -0.02 at 23.04 with 1,003,504 shares trading hands.

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