In a filing with the Securities and Exchange Commission on Monday, Weight Watchers said of its board of directors that, "with the exception of Ms. Winfrey, each then-current director attended at least 75 percent of the aggregate number of the meetings of the Board [in 2016]."
Weight Watchers went on to say about its directors: "We expect directors to attend and participate in all meetings of the Board of Directors and of the committees of the Board of Directors on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting."
The company announced Monday the date of its annual shareholder meeting, adding that Winfrey will not be in attendance this year, "due to a scheduling conflict." Winfrey didn't attend Weight Watchers' 2016 shareholders meeting, either.
Later Monday, however, Weight Watchers issued a statement to clarify its position on Winfrey's absences.
"Since entering the partnership with Weight Watchers in October 2015, Ms. Winfrey has been actively engaged with Weight Watchers not only as a board member but also as a strategic advisor and a member," the company said, adding that the superstar attended a majority of board meetings in 2016. "When unable to attend a meeting, Ms. Winfrey was able to be represented by a personal designee, as provided for in the Share Purchase Agreement between the Company and Ms. Winfrey, to ensure her continued board engagement."
The star of "The Oprah Winfrey Show" has been a director of New York-based Weight Watchers since October 2015. Winfrey was paid more than $260,000 by the weight loss company during 2016, Monday's filing said, and she won't lose her position as a director because of her lack of attendance at its meetings.
The so-called Winfrey Purchase Agreement made back in 2015 provides Winfrey with the right to be nominated as director of Weight Watchers as long as she "and certain permitted transferees" own at least 3 percent of the firm's issued and outstanding common stock, the filing said.
Shares of Weight Watchers have climbed more than 33 percent for the year and are up more than 45 percent over the past six months.
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