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WYNDHAM HOTELS RESORTS INC

For the period ended Apr 19, 2024. Filed Mar 14, 2024.

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About this filing

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

WH$77.35-0.6%Stored close · as of Nov 6, 2026
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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 TimePlace:
9:00 a.m. Eastern Time on Friday, April 19, 2024Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054

Meeting Agenda and Voting Recommendations

ProposalBoard Recommendation
1.Election of eight Director nominees for a term expiring at the 2025 Annual Meeting of StockholdersFOR ALL eight nominees recommended by your Board
2.Advisory vote to approve named executive officer compensationFOR
3.Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024FOR

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.

NomineeDirector SincePrincipal OccupationCommittees
Stephen P. Homes (Chair)2018Non-Executive Chair of the Board of Wyndham Hotels & ResortsExecutive (Chair)
Geoffrey A. Ballotti2018President and Chief Executive Officer of Wyndham Hotels & Resorts (our “CEO”)Executive
Myra J. Biblowit2018President Emeritus of The Breast Cancer Research FoundationCompensation Governance (Chair)
James E. Buckman (Lead Director)2018Former Vice Chairman of York Capital ManagementAudit Compensation Executive
Bruce B. Churchill2018Former President of DIRECTV Latin America LLCAudit Compensation (Chair)
Mukul V. Deoras2018President, Asia Pacific Division of Colgate-Palmolive Company & Chairman of Colgate-Palmolive (India) Ltd.Audit Governance
Ronald L. Nelson2019Former Chairman of Hanesbrands Inc.Audit Governance
Pauline D.E. Richards2018Former Chief Operating Officer of Trebuchet Group Holdings LimitedAudit (Chair) Governance
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.