Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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 Class III 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 lifestyle products, and a member of its Board of Directors since August 2008. Prior to joining HSN, she served as Chief
Executive Officer of IAC Retailing, a business segment of HSNs former parent company, IAC/InterActiveCorp, a media and internet company, from April 2006 to August 2008, and Global Vice President of Nike, Inc.s apparel business from
October 2000 to March 2006. Earlier in her career, Ms. Grossman held various other executive positions in the retail industry, including President and CEO of Polo Jeans Company, Vice President of New Business Development at Polo Ralph Lauren
Corporation, President of Chaps Ralph Lauren, and Senior Vice President of Menswear for Warnaco, Inc. Ms. Grossman is a director of Bloomin Brands, Inc. She also serves as Chairman of the National Retail Federation Board of Directors and Vice
Chairman for UNICEF USA. Additionally, Ms. Grossman is a member of the U.S. Commerce Departments Digital Economy Board of Advisors.
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.