WW ANNOUNCES INDUCEMENT GRANTS UNDER NASDAQ LISTING RULE 5635(c)(4)

Rhea-AI Summary

On February 25, 2022, WW International, Inc. (NASDAQ: WW) announced the employment inducement equity award for its new CEO, Sima Sistani, starting March 21, 2022. The award includes 1 million nonqualified stock options, split between two exercise prices: $30.00 and $50.00, vesting annually over four years. This inducement aligns with Nasdaq Listing Rule 5635(c)(4) and aims to support Sistani's decision to join the company.

Positive

• CEO Sima Sistani's appointment could enhance leadership and strategic direction.
• Inducement equity awards provide a strong incentive for the new CEO, potentially motivating better performance.

Negative

• Equity awards may increase share dilution, impacting existing shareholders.

NEW YORK, Feb. 25, 2022 /PRNewswire/ -- WW International, Inc. (NASDAQ: WW) announced that, in connection with the previously announced appointment of Sima Sistani as Chief Executive Officer, it has agreed to grant her an employment inducement equity award. As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2022 (the "Form 8-K"), WW has agreed to grant Ms. Sistani initial equity awards on her first day of employment, which will include a grant of 500,000 nonqualified stock options with an exercise price per share equal to $30.00 and 500,000 nonqualified stock options with an exercise price per share equal to $50.00 (collectively, the "Inducement Options"). These Inducement Options will have a seven year term and proportionately vest annually over a four year period beginning with the first anniversary of Ms. Sistani's employment commencement date. These Inducement Options will be granted in reliance on the employment inducement exemption provided under Nasdaq Listing Rule 5635(c)(4). The award of these Inducement Options, along with the other previously disclosed initial equity awards intended to be granted under WW's existing stock incentive plan, were a material inducement for Ms. Sistani to join WW. These equity awards are described further in the Form 8-K. 

Ms. Sistani will commence service on March 21, 2022.

About WW International, Inc.
WW (formerly Weight Watchers) is a human-centric technology company powered by the world's leading commercial weight management program. As a global wellness company, we inspire millions of people to adopt healthy habits for real life. Through our comprehensive digital app, expert Coaches and engaging experiences, members follow our proven, sustainable, science-based program focused on food, activity, mindset and sleep. Leveraging nearly six decades of expertise in nutritional and behavioral change science, providing real human connection and building inspired communities, our purpose is to democratize and deliver holistic wellness for all. To learn more about the WW approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.   

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review the Company's filings with the United States Securities and Exchange Commission (which are available on the SEC's EDGAR database at  www.sec.gov and via the Company's website at corporate.ww.com).

Contact Information:
Investors:	Media:
Corey Kinger	Joe Quenqua
VP Investor Relations	Chief Communications Officer
corey.kinger@ww.com	joe.quenqua@ww.com
	Nicole Penn
	VP Corporate Communications
	nicole.penn@ww.com

 

 

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SOURCE WW International, Inc.

FAQ

What were the details of the employment inducement equity award for WW's new CEO?

WW International announced an employment inducement equity award for CEO Sima Sistani, including 1 million nonqualified stock options at exercise prices of $30.00 and $50.00.

When does Sima Sistani officially start her role at WW?

Sima Sistani will commence her role as CEO of WW International on March 21, 2022.

How does the inducement grant affect WW International's stock?

The inducement grant may dilute existing shares due to the issuance of stock options, affecting current shareholder value.

What is Nasdaq Listing Rule 5635(c)(4) related to WW's equity awards?

Nasdaq Listing Rule 5635(c)(4) allows companies to issue equity awards as an inducement to join the company, which WW used for Sima Sistani.