WeightWatchers 2008 Annual Report Download - page 64

PART III
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance; Executive
Compensation; Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters; Certain Relationships and
Related Transactions, and Director Independence; Principal Accountant Fees
and Services
Information called for by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from our
definitive Proxy Statement to be filed in connection with our 2009 Annual Meeting of Shareholders pursuant to
Regulation 14A, except that (i) the information regarding our executive officers called for by Item 401(b) of
Regulation S-K has been included in Part I of this Annual Report on Form 10-K; and (ii) the information regarding
certain Company equity compensation plans called for by Item 201(d) of Regulation S-K is set forth below.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes our equity compensation plan information as of January 3, 2009:
Equity Compensation Plan Information
Plan category
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights(1)
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights(2)
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))(3)
(c)
Equity compensation plans approved by
security holders .................... 2,562,476 $38.66 3,822,817
Equity compensation plans not approved by
security holders .................... — — —
Total ............................... 2,562,476 $38.66 3,822,817
(1) Consists of 2,266,696 shares of our common stock issuable upon the exercise of outstanding options and
295,780 shares of our common stock issuable upon the vesting of restricted stock units awarded under our
2004 Stock Incentive Plan and our 1999 Stock Purchase and Option Plan.
(2) Includes weighted average exercise price of stock options outstanding of $43.71 and restricted stock units of $0.
(3) Consists of shares of our common stock issuable under our 2008 Stock Incentive Plan, 2004 Stock Incentive
Plan and 1999 Stock Purchase and Option Plan.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics for our officers, including our principal executive
officer, principal financial officer, principal accounting officer and controller, and our employees and directors.
Our Code of Business Conduct and Ethics is available on our website at www.weightwatchersinternational.com.
In addition, shareholders may request a free copy of the Code of Business Conduct and Ethics from Weight
Watchers International, Inc., Attn: Corporate Secretary, 11 Madison Avenue, 17th Floor, New York, NY 10010,
[phone].
In addition to any disclosures required under the Exchange Act, any substantive amendment of our Code of
Business Conduct and Ethics or waiver thereof applicable to any of our principal executive officer, principal
financial officer, principal accounting officer or controller or persons performing similar functions and that
relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K of the
Exchange Act will be disclosed on our website at www.weightwatchersinternational.com within four business
days of the date of such amendment or waiver. In the case of a waiver, the nature of the waiver, the name of the
person to whom the waiver was granted and the date of the waiver will also be disclosed on our website within
four business days of the date of such waiver.
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