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
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New President, Chief Executive Officer
and Director
On April 26, 2017, Weight Watchers International, Inc. (the
Company) announced the appointment of Mindy Grossman as President
and Chief Executive Officer and as a Class III director of the
Company, effective July 5, 2017. In connection with Ms. Grossmans
appointment to the board of the directors of the Company (the
Board), the size of the Board will be increased from ten to
eleven directors, effective July 5, 2017. Ms.Grossman will serve
as a ClassIII director whose term will expire in 2019, subject to
her election by the Companys shareholders at the Companys 2018
annual meeting of shareholders as required under the laws of the
Commonwealth of Virginia.
Ms. Grossman has more than 38 years of experience in building and
transforming consumer brands. She has served as Chief Executive
Officer of HSN, Inc., an interactive, multichannel retailer of
fashion, household and life>
Employment Agreement and Continuity Agreement
On April 21, 2017, the Company entered into an employment
agreement with Ms. Grossman (the Employment Agreement). The
material terms of the Employment Agreement are as follows: (i) a
base salary of $1,200,000 per year; (ii) eligibility for an
annual, performance-based cash bonus with a target bonus
percentage of 150% of her base salary and a maximum payout of
300% of her base salary; (iii) temporary housing near the
Companys headquarters for up to one year following her
commencement date and payment or reimbursement for expenses
incurred by her in connection with moving her household items to
the New York City Metropolitan area, in the aggregate amount of
up to $200,000, which amount will be grossed-up by the Company
for taxes, if any; (iv) eligibility to participate in the
Companys annual incentive equity award program with an annual
grant value of at least 400% of base salary, with the terms of
such grants to be consistent with the terms of grants made to
other executives, provided that Ms. Grossmans equity grants may,
but need not, provide for accelerated vesting upon a change in
control of the Company; and (v) payment or reimbursement of legal
fees incurred in connection with the negotiation of the
Employment Agreement and Continuity Agreement (discussed below).
For 2017, Ms. Grossmans annual bonus will (i)be calculated using
a target bonus of $1,800,000, (ii) have a threshold to be paid at
50% of such target bonus up to a maximum of 200% of the target
bonus, based on the achievement of certain performance goals
related to the Companys 2017 second half operating income and
(iii) after being determined in accordance with clauses (i) and
(ii) above, be prorated based on the number of days she is
employed during the 2017 fiscal year.
The Employment Agreement also provides for the grant of initial
equity awards as follows: (i) 200,000 restricted stock units,
(ii) 300,000 nonqualified stock options with an exercise price
per share equal to the closing price of the Companys common stock
on the grant date, (iii) 500,000 nonqualified stock options with
an exercise price per share equal to $40 and (iv) 500,000
nonqualified stock options with an exercise price per share equal
to $60. The grant dates of the initial equity awards will be her
first day of employment and such awards shall proportionately
vest annually over a four (4)-year period beginning with the
first anniversary of her employment commencement date. The
initial equity awards that are stock options will be subject to a
seven (7) year term. The 500,000 nonqualified stock options with
an exercise price per share equal to $60 will be granted outside
of the Companys stock incentive plan and in reliance on the
employment inducement exemption provided under the New York Stock
Exchange Listed Company Manual Rule 303A.08 and, in accordance
with such exemption, the Company will issue a press release
re-disclosing the material terms of such award. The other initial
equity awards are intended to be granted under the Companys stock
incentive plan.
In the event of a termination of Ms. Grossmans employment by the
Company without cause or by Ms. Grossman for good reason, subject
to the execution of a release of claims and continued compliance
with her restricted covenants, Ms. Grossman shall be entitled to
receive: (i) any accrued obligations, (ii) any unpaid annual
bonus for a fiscal year completed
prior to such qualifying termination, (iii) a pro-rata annual
bonus, based on actual performance, pro-rated through her
termination date for the year of such qualifying termination,
payable when such bonuses are paid to other executives, (iv)
continued payment of base salary for two (2) years, (v) Company
payment for the employer portion of her continued medical
insurance coverage under the Company-sponsored health plans for
two (2) years following the termination (or such shorter period
of time if she obtains alternative health coverage from another
employer), and (vi) accelerated vesting of the greater of 50% of
the unvested initial equity grants (as described above) or the
amount that would vest on the next vesting date and any and all
vested initial options shall remain exercisable for the full
seven (7) year term of such award agreements. In the event of a
termination of Ms. Grossmans employment due to death or
disability, Ms. Grossman shall be entitled to receive (i) any
accrued obligations, (ii) any unpaid annual bonus for a fiscal
year completed prior to such qualifying termination, and (iii) a
pro-rata portion of her target annual bonus, pro-rated through
her termination date.
In addition, on April 21, 2017, the Company entered into a
continuity agreement with Ms. Grossman (the Continuity
Agreement), which entitles her to receive specified termination
payments upon a change in control of the Company. The agreement
will have a term from the date of commencement of employment
until Ms. Grossmans employment with the Company is terminated for
any reason and will contain terms and conditions consistent with
those set forth in the Companys continuity agreements with
Nicholas P. Hotchkin, Chief Financial Officer of the Company, and
Michael F. Colosi, General Counsel and Secretary of the Company;
provided that Ms. Grossmans continuity agreement will have
definitions of cause, good reason and change in control that
differ from such agreements, will not entitle her to benefits
upon death, disability or retirement and will not entitle her to
a tax gross-up payment with respect to benefits received under
the Continuity Agreement. The severance benefits provided under
the Continuity Agreement are described in the Companys Definitive
Proxy Statement on Schedule 14A filed on April 3, 2017 on page 45
in the section of the Compensation Discussion and Analysis
entitled Termination Payments upon a Change of Control and on
pages 68 and 69 under the heading Continuity Agreements in the
section entitled Potential Payments upon Termination, Retirement
or Change of Control, and such descriptions are incorporated
herein by reference. Ms. Grossman will not be entitled to a
duplication of benefits under her Employment Agreement and
Continuity Agreement.
The foregoing description is qualified in its entirety by
reference to the Employment Agreement, the Continuity Agreement
and the Forms of Term Sheet and Terms and Conditions for the
initial equity awards, copies of which are filed herewith as
Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are
incorporated by reference herein.
Departure of Members of the Interim Office of the
Chief Executive Officer
On April 26, 2017, the Company also announced that Nicholas P.
Hotchkin, Christopher J. Sobecki and Thilo Semmelbauer resigned
as members of the Interim Office of the Chief Executive Officer
(the IOCEO), effective July 5, 2017. Mr. Hotchkin, the Companys
Chief Financial Officer, and Messrs. Sobecki and Semmelbauer,
directors of the Company, were appointed as members of the IOCEO
in September 2016 to serve on an interim basis until such time as
the Companys appointment of a new Chief Executive Officer becomes
effective. Upon such effective date, the IOCEO will dissolve.
Following such dissolution, Mr. Hotchkin will remain as the
Companys Chief Financial Officer and Messrs. Sobecki and
Semmelbauer will remain as directors of the Company.
| Item7.01. | Regulation FD Disclosure. |
A copy of the Companys press release announcing the appointment
of Ms. Grossman has been furnished as Exhibit 99.2 to this
Current Report on Form 8-K.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Employment Agreement, dated as of April 21, 2017, by and between Weight Watchers International, Inc. and Mindy Grossman |
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| 10.2 |
Continuity Agreement, dated as of April 21, 2017, by and between Weight Watchers International, Inc. and Mindy Grossman |
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| 10.3 |
Form of Term Sheet for Employee Stock Option Awards and Form of Terms and Conditions for Employee Stock Option Awards (Chief Executive Officer Initial Equity AwardStock Incentive Plan Award) |
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| 10.4 |
Form of Term Sheet for Employee Stock Option Awards and Form of Terms and Conditions for Employee Stock Option Awards (Chief Executive Officer Initial Equity AwardInducement Grant Award) |
| 10.5 |
Form of Term Sheet for Employee Restricted Stock Unit Awards and Form of Terms and Conditions for Employee Restricted Stock Unit Awards (Chief Executive Officer Initial Equity Award) |
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| 99.1 |
The descriptions of the severance benefits provided under the Continuity Agreement in the Companys Definitive Proxy Statement on Schedule 14A filed on April 3, 2017 on page 45 in the section of the Compensation Discussion and Analysis entitled Termination Payments upon a Change of Control and on pages 68 and 69 under the heading Continuity Agreements in the section entitled Potential Payments upon Termination, Retirement or Change of Control are incorporated herein by reference |
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| 99.2 | Press Release dated April 26, 2017 |
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 up +1.33 at 20.16 with 1,178,698 shares trading hands.