WYNDHAM HOTELS RESORTS INC
For the period ended Apr 19, 2024. Filed Mar 14, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 19, 2024 · Filed Mar 14, 2024
Contents
PROXY STATEMENT
This Proxy Statement is being provided to you at the request of the Board of Directors of Wyndham Hotels & Resorts, Inc. (the “Board”) in connection with the solicitation of proxies by the Board and to encourage you to vote your shares at our 2024 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”). This Proxy Statement contains information on matters that will be presented at the Annual Meeting and is provided to assist you in voting your shares. References in this Proxy Statement to “we,” “us,” “our,” “Wyndham Hotels,” “Wyndham” and the “Company” refer to Wyndham Hotels & Resorts, Inc. and our consolidated subsidiaries.
The 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”), the Notice of Annual Meeting, this Proxy Statement and the accompanying form of proxy card are first being sent to stockholders of record as of March 11, 2024, on or about March 14, 2024.
Annual Meeting Details
| Date and Time | Place: |
|---|---|
| 9:00 a.m. Eastern Time on Friday, April 19, 2024 | Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054 |
Meeting Agenda and Voting Recommendations
| Proposal | Board Recommendation | |
| 1. | Election of eight Director nominees for a term expiring at the 2025 Annual Meeting of Stockholders | FOR ALL eight nominees recommended by your Board |
| 2. | Advisory vote to approve named executive officer compensation | FOR |
| 3. | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 | FOR |
If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy on such matters to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board knows of no matters, other than those previously described, to be presented for consideration at the Annual Meeting.
We strongly urge you to read this Proxy Statement carefully and vote “FOR ALL” eight nominees recommended by your Board and in accordance with your Board’s recommendations on all other proposals, by using the enclosed proxy card.
Board’s Director Nominees (Proposal 1)
The following table provides summary information about each of the Board’s Director nominees. We ask you to vote “FOR ALL” of your Board’s eight Director nominees using the enclosed proxy card.
| Nominee | Director Since | Principal Occupation | Committees |
|---|---|---|---|
| Stephen P. Homes (Chair) | 2018 | Non-Executive Chair of the Board of Wyndham Hotels & Resorts | Executive (Chair) |
| Geoffrey A. Ballotti | 2018 | President and Chief Executive Officer of Wyndham Hotels & Resorts (our “CEO”) | Executive |
| Myra J. Biblowit | 2018 | President Emeritus of The Breast Cancer Research Foundation | Compensation Governance (Chair) |
| James E. Buckman (Lead Director) | 2018 | Former Vice Chairman of York Capital Management | Audit Compensation Executive |
| Bruce B. Churchill | 2018 | Former President of DIRECTV Latin America LLC | Audit Compensation (Chair) |
| Mukul V. Deoras | 2018 | President, Asia Pacific Division of Colgate-Palmolive Company & Chairman of Colgate-Palmolive (India) Ltd. | Audit Governance |
| Ronald L. Nelson | 2019 | Former Chairman of Hanesbrands Inc. | Audit Governance |
| Pauline D.E. Richards | 2018 | Former Chief Operating Officer of Trebuchet Group Holdings Limited | Audit (Chair) Governance |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.