Weight Watchers (WW) Proxy filing summary

Executive summary

• Shareholders are urged to vote for all six director nominees and for the advisory vote on executive compensation at the 2026 Annual Meeting scheduled for June 12, 2026.

• The Board highlights significant progress since the company's emergence from bankruptcy in June 2025, including a reconstituted Board and new executive compensation practices.

• Leadership continuity is emphasized as critical during this transitional period, with a comprehensive CEO search underway.

Voting matters and shareholder proposals

• Proposal 1 seeks election of six director nominees, including Eugene I. Davis and J. Carney Hawks.

• Proposal 3 is an advisory vote to approve executive compensation (Say-on-Pay Proposal).

• Proxy advisors ISS and Glass Lewis issued differing recommendations on director nominees and Say-on-Pay, with the Board disagreeing with ISS's negative recommendation.

Board of directors and corporate governance

• Mr. Davis and Mr. Hawks were appointed to the Board and Compensation Committee post-bankruptcy, selected for their restructuring and governance expertise.

• Both serve on the ad-hoc Transition Committee, overseeing the Interim Office of the CEO and leading the CEO search.

• The Board believes their continued service provides stability and valuable leadership during a critical transition.