WYNDHAM HOTELS RESORTS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Wyndham Hotels & Resorts, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS AND

PROXY STATEMENT

March 14, 2024

Dear Fellow Stockholder:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2024 annual meeting of stockholders to be held on Friday, April 19, 2024 at 9:00 a.m. Eastern Time. The meeting will be held in person at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

In 2023, we delivered strong financial and operational results from the continued execution of our strategic plan. Our performance was driven by our concentration in the select-service economy and midscale segments and sustained demand from our leisure and everyday business travelers. Global RevPAR grew 5% year-over-year in constant currency, or 16% above 2019 pre-Covid levels. System-wide rooms grew organically by 3.5% year-over-year, a record level, and we grew our global development pipeline by 10% year-over-year to a record 240,000 rooms.

We are proud to have achieved a record-high global retention rate of 95.6% with our valued franchisees. We also made meaningful progress across other parts of our business this year, all with a continued focus on our Owner-First™ approach. We opened 500 hotels and introduced 13 of our 24 brands in 24 new countries. We invested in new technology solutions to help owners streamline operations, enhance the guest experience and increase profitability. We did all of this while continuing to prioritize targeted investments in the future growth of our business, including increased key money investments to attract new hotels in key domestic and international markets and to support renovation of existing hotels.

The continued focus and thoughtful execution of our team in 2023 led to the delivery of diluted earnings per share of $3.41 and adjusted diluted earnings per share of $4.01. For 2023, net income was $289 million, adjusted net income was $341 million, and adjusted EBITDA was $659 million. Net cash provided by operating activities was $376 million, and free cash flow was $339 million in 2023. We also returned $515 million to our stockholders in 2023, including dividend payments of $118 million and stock repurchases of $397 million. This highlights your Board’s continued confidence in our business and our strategy.*

We are grateful for our team members who drove our accomplishments this year and for the continued support and loyalty of our franchisees, the backbone of our business. In September 2023, we were ranked number eight out of 100 among Newsweek® Magazine’s Most Loved Workplaces in America. We were named one of the World’s Most Ethical Companies® by Ethisphere for 2024, marking the fourth time we have been recognized for this award.

As described in the accompanying proxy statement, your Board’s Compensation Committee works to ensure that executive pay and performance are appropriately aligned to incentivize management to increase stockholder value. We encourage you to read the proxy statement carefully for more information.

Your Board remains committed to providing effective oversight as Wyndham continues to execute our strategy and we’re confident the plan we have in place is the right one – one that is expected to generate significant value over the near and medium term.

Your vote is very important. Whether or not you plan to attend the 2024 annual meeting, please cast your vote as soon as possible. We look forward to our continued dialogue in the future and we, along with our outstanding team, remain committed to creating even greater value for you.

Very truly yours,

WYNDHAM HOTELS & RESORTS, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

March 14, 2024

Purposes of the Annual Meeting:

• to elect eight Directors for a term expiring at the 2025 Annual Meeting of Stockholders, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal (“Proposal 1”);

• to vote on an advisory resolution to approve our executive compensation program (“Proposal 2”);

• to vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2024 (“Proposal 3”); and

• to transact any other business that may be properly brought before the meeting or any postponement, adjournment or continuation of the meeting.

The matters specified for voting above are more fully described in the attached Proxy Statement. Only our stockholders of record at the close of business on March 11, 2024 (the “Record Date”) will be entitled to notice of and to vote at the 2024 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”). This Notice of 2024 Annual Meeting of Stockholders, the Annual Report on Form 10-K for the year ended December 31, 2023 and the attached Proxy Statement and form of proxy card are first being sent to stockholders of record as of the Record Date on or about March 14, 2024.

Who may attend the Annual Meeting:

Attendance at the Annual Meeting will be limited to stockholders as of the close of business on the Record Date, their authorized representatives and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. Cameras and recording devices will not be permitted at the Annual Meeting.

How to attend the Annual Meeting:

All persons attending the Annual Meeting must bring photo identification such as a valid driver’s license or passport for purposes of personal identification along with proof of stock ownership. If you are a stockholder of record, please be prepared to provide the top portion of your proxy card.

If your shares are held in the name of a bank, broker or other nominee, you will need to bring a proxy, letter or recent account statement from that bank, broker or nominee that confirms that you are the beneficial owner of those shares.

Record Date:

March 11, 2024 is the Record Date for the Annual Meeting. This means that owners of Wyndham Hotels & Resorts, Inc. common stock at the close of business on that date are entitled to:

• receive notice of the Annual Meeting; and

• vote at the Annual Meeting.

Householding Information:

We have adopted a procedure approved by the Securities and Exchange Commission called householding. Under this procedure, stockholders who have the same address and last name and have not previously requested electronic delivery of proxy materials or otherwise provided instructions to the contrary will receive a single set of proxy materials (including our annual report) for all stockholders having that address, with each stockholder continuing to receive separate proxy cards. This procedure will reduce our printing costs and postage fees.

If you do not wish to participate in householding, please contact Broadridge Financial Solutions by calling their toll-free number at (866) 540-7095 or through Broadridge Financial Solutions, Attn.: Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and a separate copy of the proxy materials will be promptly delivered to your address. If you are currently receiving multiple sets of the proxy materials and wish to receive only one, you may use the same contact information to opt into householding.

Beneficial stockholders may request information about householding from their banks, brokers or other holders of record.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders: The Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2023 and the means to vote by Internet are available atwww.eproxyaccess.com/wh2024.

Proxy Voting:

Your vote is very important, and we encourage you to vote and submit your proxy card as promptly as possible, even if you plan to attend the Annual Meeting. You may vote by Internet, by telephone or by using the enclosed proxy card. If you are a stockholder of record, you may also vote at the Annual Meeting. If you hold your shares in “street name,” you may only vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee.

Please carefully note any voting deadline indicated on your proxy card, as voting deadlines may vary depending on how you hold your shares.

By order of the Board of Directors,

Paul F. CashGeneral Counsel, Chief ComplianceOfficer and Corporate Secretary

YOUR VOTE IS VERY IMPORTANT!

If you have any questions about the Annual Meeting or how to vote your shares,

please contact the firm assisting us with the solicitation of proxies:

INNISFREE M&A INCORPORATED:

(877) 717-3905 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 from other countries