WYNDHAM HOTELS & RESORTS, INC.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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Dec 31, 2024 · Filed Mar 27, 2025
Contents
PROXY STATEMENT
March 27, 2025
Dear Fellow Stockholder:
On behalf of your Board of Directors, we are pleased to invite you to attend the 2025 annual meeting of stockholders to be held on Thursday, May 15, 2025 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.
Our 2024 results underscore our ability to execute on the key pillars of our long-term growth strategy. Our performance was driven by strong development momentum, continued royalty rate expansion, sustained ancillary fee growth and increased weekday demand highlighting our growing infrastructure spend capture. System-wide rooms grew organically by a record 3.6% year-over-year, and we grew our global development pipeline by 5% year-over-year to a record 252,000 rooms.
We are proud to have achieved a record-high global retention rate of 95.7% with our valued franchisees. We also made meaningful progress across other parts of our business this year, with a continued focus on our Owner-First™ commitment. We opened over 500 hotels, which collectively carry significant FeePAR premiums compared to the hotels that exited our system both in the United States and internationally, and expanded in key markets like Turkey and India. We leveraged technology to launch a guest engagement platform, Wyndham Connect, that enables personalized guest experiences to boost franchisees' bottom lines while improving guest engagement scores. 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, high FeePAR hotels in key domestic and international markets and to support renovation of existing hotels.
The strong execution of our team members in 2024 led to the delivery of diluted earnings per share of $3.61 and adjusted diluted earnings per share of $4.33. For 2024, net income was $289 million, adjusted net income was $347 million, and adjusted EBITDA was $694 million. Net cash provided by operating activities was $290 million, and adjusted free cash flow was $397 million in 2024. We also returned $430 million to our stockholders in 2024, including dividend payments of $122 million and stock repurchases of $308 million. This highlights your Board’s continued confidence in our business and our strategy.*1
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 October 2024, we were named among Newsweek® Magazine’s “America's Most Loved Workplaces”, among the top 10 companies recognized for employee happiness and satisfaction at work. We were also named one of the World's Most Ethical Companies® by Ethisphere for 2025, marking the fifth time overall, and third consecutive year, 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.
*1 Please see Appendix A to the accompanying proxy statement for (i) cautionary language regarding forward-looking statements and (ii) a reconciliation of non-GAAP financial measures to the corresponding GAAP results and an explanation of the adjustments that we have made to calculate these adjusted non-GAAP financial measures.
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 2025 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,
| Stephen P. Holmes | Geoffrey A. Ballotti |
|---|---|
| Chair of the Board | President and Chief Executive Officer |
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