WTW » Topics » WEIGHT WATCHERS INTERNATIONAL, INC. 175 Crossways Park West Woodbury, New York 11797-2055

This excerpt taken from the WTW DEF 14A filed Mar 25, 2005.

WEIGHT WATCHERS INTERNATIONAL, INC.
175 Crossways Park West
Woodbury, New York 11797-2055



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 29, 2005



        The 2005 Annual Meeting of Shareholders of Weight Watchers International, Inc. (the "Company") will be held at The Garden City Hotel, 45 Seventh Street, Garden City, N.Y. 11530 on Friday, April 29, 2005, at 10:00 A.M. Eastern Time (the "Annual Meeting"), to consider and act upon each of the following matters:

    1.
    To elect three members to the Board of Directors to serve for a three-year term as Class 1 Directors;

    2.
    To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2005; and

    3.
    To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

        These items of business are more fully described in the attached Proxy Statement. Only shareholders of record at the close of business on March 15, 2005, the record date, are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

        WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

    By Order of the Board of Directors

 

 

GRAPHIC
    ROBERT W. HOLLWEG
Secretary
Woodbury, New York
March 25, 2005
   

WEIGHT WATCHERS INTERNATIONAL, INC.
175 Crossways Park West
Woodbury, New York 11797-2055



PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 29, 2005



TABLE OF CONTENTS

 
  Page
General Information about the Proxy Materials and the Annual Meeting   1
  Who is entitled to vote?   1
  How to vote?   1
  What is the difference between holding shares as a shareholder of record and as a beneficial owner?   1
  How can I change my vote?   1
  How many shares must be present or represented to constitute a quorum for the Annual Meeting?   1
  How does the Board of Directors recommend that I vote?   2
  What is the voting requirement to approve each of the proposals?   2
  How are votes counted?   2
  Who will bear the cost of soliciting votes for the Annual Meeting?   2
  How can shareholders communicate with the Board of Directors?   3

Proposal No. 1 Election of Directors

 

3
  Board of Directors   3
  Background Information on Nominees   4

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm

 

4
  Principal Accountant Fees and Services   5
  Audit Fees   5
  Audit Related Fees   5
  Tax Fees   5
  All Other Fees   5

Securities Ownership of Certain Beneficial Owners and Management

 

6

Board Committees and Audit Committee Report

 

7
  Board Committees   7
  Code of Business Conduct and Ethics   9
  Corporate Governance Guidelines   9
  Executive Sessions of Non-Management Directors   9
  Shareholder Communications   9
  Director Nominations   9
  Identifying and Evaluating Nominees for Directors   9
  Audit Committee Report   10

Directors and Officers

 

12

Compensation and Other Information Concerning Directors and Officers

 

15
  Executive Compensation Summary   15
  Compensation and Benefits Committee Report on Executive Compensation Programs   19
  Director Compensation   20
  Executive Savings and Profit Sharing Plan   20
  Continuity Agreements   20
  Compensation and Benefits Committee Interlocks and Insider Participation   22

Stock Performance Graph

 

23

Certain Relationships and Related Transactions

 

24

Other Matters

 

27
  Section 16(a) Beneficial Ownership Compliance   27
  Shareholder Proposals and Director Nominations   28
  Shareholders of Record with Multiple Accounts   28
  Annual Report   28

i



GENERAL INFORMATION ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

        The Board of Directors of Weight Watchers International, Inc. (the "Company") is soliciting proxies for the 2005 Annual Meeting of Shareholders to be held at the Garden City Hotel, 45 Seventh Street, Garden City, New York 11530 on Friday, April 29, 2005 at 10:00 A.M. Eastern Time (the "Annual Meeting"). This booklet and proxy card contains information about the items you will vote on at the Annual Meeting.

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