Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

This Amendment No. 1 to WeWork Inc.'s (the "Company") Current Report on Form 8-K filed on May 24, 2023 (the "Original Form 8-K") supplements Item 5.02 of the Original Form 8-K to provide the information required to be disclosed pursuant to Item 5.02(c)(3). No other changes have been made to the Original Form 8-K.

As disclosed in the Original Form 8-K, the Company's Board of Directors (the "Board") appointed Kurt Wehner, the Company's Chief Accounting Officer, as Chief Financial Officer and Treasurer effective June 1, 2023. On June 12, 2023, in connection with his appointment as Chief Financial Officer, the Compensation Committee of the Board approved a compensation package for Mr. Wehner comprised of (A) an annual base salary of $500,000, effective June 12, 2023, and (B) an annual target cash bonus amount of $375,000.

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

On June 12, 2023, WeWork Inc. (the "Company") held its annual meeting of stockholders (the "Meeting"). Present at the Meeting in person or by proxy were holders of 582,819,396 shares of Class A common stock and holders of 19,896,032 shares of Class C common stock of the Company, together representing 82.39% of the voting power of the shares of common stock of the Company as of the close of business on April 21, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Meeting:



  1  To elect seven directors to serve until the 2024 annual meeting of
     stockholders and until their successors are elected.



  2  To approve, on a non-binding advisory basis, the 2022 compensation of the
     Company's named executive officers.



  3  To ratify the appointment of Ernst & Young LLP as the Company's independent
     registered public accounting firm for the fiscal year ending December 31,
     2023.



  4  To approve an amendment to the Company's Second Amended and Restated
     Certificate of Incorporation (the "Charter") to effect a reverse stock split
     of the Company's issued and outstanding Class A Common Stock and Class C
     Common Stock, in each case at a ratio in the range of 1-for-10 and 1-for-40,
     with such ratio to be determined at the discretion of the board of directors
     of the Company.



1. Election of Directors

                                                            Broker
Nominee              For        Against       Abstain      Non-Vote
David Tolley     456,513,369   1,618,696    110,087,228   34,496,135
Alex Clavel      449,133,851   8,995,009    110,090,433   34,496,135
Daniel Hurwitz   440,386,080   17,670,697   110,162,516   34,496,135

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Véronique Laury   428,494,841   29,646,215   110,078,237   34,496,135
Deven Parekh      445,224,987   12,945,914   110,048,392   34,496,135
Vikas Parekh      448,850,505   9,357,913    110,010,875   34,496,135
Vivek Ranadivé    438,254,434   19,976,621   109,988,238   34,496,135

Based on the votes set forth above, each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2. Advisory Vote on the Compensation of the Company's Named Executive Officers



    For        Against      Abstain     Broker Non-Votes
452,469,589   5,810,263   109,939,441      34,496,135

Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for 2022.

3. Ratification of Appointment of Independent Registered Public Accounting Firm



    For        Against     Abstain
501,756,392   3,005,336   97,953,700

There were no broker non-votes on this proposal.

Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending on December 31, 2023.

4. Amendment to the Charter to effect a reverse stock split of the Company's issued and outstanding Class A Common Stock and Class C Common Stock, in each case at a ratio in the range of 1-for-10 and 1-for-40, with such ratio to be determined at the discretion of the board of directors of the Company.



    For        Against    Abstain
597,887,564   4,695,281   132,583

There were no broker non-votes on this proposal.

Based on the votes set forth above, the stockholders approved an amendment to the Charter to effect a reverse stock split of the Company's issued and outstanding Class A Common Stock and Class C Common Stock, in each case at a ratio in the range of 1-for-10 and 1-for-40, with such ratio to be determined at the discretion of the board of directors of the Company.

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