UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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WeWork Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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WeWork Inc.
Supplement to Proxy Statement dated May 11, 2023
For the Annual Meeting of Stockholders
To be Held on June 12, 2023
Withdrawal of Director Nominee
This proxy statement supplement, dated May 11, 2023 (the “Supplement”), provides updated information with respect to the 2023 Annual Meeting of Stockholders of WeWork Inc. (the “Company”) to be held on June 12, 2023 (the “Annual Meeting”).
On or about May 1, 2023, the Company commenced mailing to its stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) through which the Company is providing its stockholders access to its proxy materials, including the Notice of the Annual Meeting and the Definitive Proxy Statement for the Annual Meeting (together, the “Proxy Statement”). This Supplement describes a recent change in the proposed nominees for election to the Board of Directors (the “Board”) of the Company and replaces and supersedes any inconsistent information set forth in the Proxy Statement.
As described in greater detail in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2023 (the “8-K Report”), Mr. Bruce Dunlevie resigned from the Board effective May 9, 2023 and accordingly will not stand for re-election to the Board at the Annual Meeting. As a result, Mr. Dunlevie’s name has been withdrawn from nomination for re-election to the Board. Also as described in greater detail in the 8-K Report, the Board appointed Mr. Daniel Hurwitz as a member of the Compensation Committee of the Board and as lead independent director, in each case effective as of May 10, 2023, to replace Mr. Dunlevie who previously held such positions.
As described in the Proxy Statement, under the Amended and Restated Stockholders Agreement, dated as of May 5, 2023, by and among the Company, SVF Endurance (Cayman) Limited, SVF II WW Holdings (Cayman) Limited and Benchmark Capital Partners VII (AIV), L.P. (“Benchmark”), Benchmark has the right to designate a director to the Board for as long as it continues to hold a specified amount of the Company’s Class A common stock. Prior to Mr. Dunlevie’s resignation, he was designated by Benchmark to serve on the Board.
The remaining nominees named in the Proxy Statement will continue to stand for re-election at the Annual Meeting. Notwithstanding Mr. Dunlevie’s withdrawal as a nominee for re-election to the Board, the Notice of Internet Availability and the proxy card made available with the Proxy Statement remain valid; however, any votes that are submitted with instructions to vote for all of the Board’s nominees will be voted only for the remaining eight nominees named in the Proxy Statement, and any instruction to vote for Mr. Dunlevie will be disregarded. If you have already submitted your proxy or provided voting instructions, you do not need to take any action unless you wish to change your vote. Proxies already submitted by stockholders will remain valid and will be voted at the Annual Meeting, unless changed or revoked as described on page 86 of the Proxy Statement. None of the other agenda items to be acted upon at the Annual Meeting, which are described in the Proxy Statement, are affected by this Supplement.

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