Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2011 (May 10, 2011)

 

 

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia    001-16769    11-6040273

(State or other jurisdiction

of incorporation)

  

(Commission File

Number)

  

(IRS Employer

Identification No.)

 

11 Madison Avenue, 17th Floor, New York, New York    10010
(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07.     Submission of Matters to a Vote of Security Holders.

Weight Watchers International, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 10, 2011. At this meeting, the Company’s shareholders (1) elected the persons listed below to serve as Class I directors for a term of three years expiring at the 2014 Annual Meeting of Shareholders and until their successors have been duly elected and qualified; (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; (3) approved the advisory resolution on named executive officer compensation as set forth in the Company’s 2011 Proxy Statement; and (4) voted for holding a shareholder advisory vote on named executive officer compensation every three years. 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 2014 Annual Meeting of Shareholders and until their successors have been duly elected and qualified:

 

Nominee Name

   Votes For      Votes Withheld      Broker Non-Votes  

Raymond Debbane

     52,549,324         15,383,383         2,148,977   

John F. Bard

     67,104,236         828,471         2,148,977   

Jonas M. Fajgenbaum

     55,951,558         11,981,149         2,148,977   

 

  (2) Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

69,921,688

   153,031    6,965    N/A

(3)    Approval of the advisory resolution on named executive officer compensation as set forth in the Company’s 2011 Proxy Statement:

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

67,194,103

   715,520    23,084    2,148,977

 

  (4) Approval of the holding of a shareholder advisory vote on named executive officer compensation every three years, two years or one year:

 

      3 Years      

  

    2 Years    

  

      1 Year      

  

Abstentions

  

Broker Non-Votes

46,592,429

   218,820    21,101,947    19,511    2,148,977

Following the Annual Meeting of Shareholders on May 10, 2011, the Company’s board of directors determined that future advisory votes on named executive officer compensation will be held every three years.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WEIGHT WATCHERS INTERNATIONAL, INC.
DATED: May 12, 2011   By:   /s/ Jeffrey A. Fiarman
     
  Name:   Jeffrey A. Fiarman
  Title:   Executive Vice President, General Counsel and Secretary

 

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