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WYNDHAM HOTELS & RESORTS, INC.

For the period ended Dec 31, 2025. Filed Mar 25, 2026.

View on SEC.gov

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.

Dec 31, 2025 · Filed Mar 25, 2026

WH$77.35-0.6%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT

WYNDHAM HOTELS & RESORTS, INC.

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 2026 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.

Our Board is making these materials available to you over the Internet or, upon your request, mailing you printed versions or emailing you electronic versions of these materials in connection with the Annual Meeting. The Notice of Internet Availability of Proxy Materials (“Notice”) is first being sent to our stockholders of record as of March 20, 2026, beginning on or about March 25, 2026, and our proxy materials are being posted on the website referenced in the Notice on that same date. We are, on behalf of our Board, soliciting your proxy to vote your shares at the Annual Meeting. We solicit proxies to give all stockholders of record an opportunity to vote on matters that will be presented at the Annual Meeting.

Annual Meeting Details

Date and TimePlace:
9:00 a.m. Eastern Time on Thursday, May 14, 2026Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054

Meeting Agenda and Voting Recommendations

ProposalBoard Recommendation
1.Election of nine Director nominees for a term expiring at the 2027 Annual Meeting of StockholdersFOR the election of each of the Director nominees
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, 2026FOR
4.Stockholder proposal, if properly presented, regarding stockholder ability to act by written consentAGAINST

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” the election of each of the Director nominees and in accordance with the Board’s recommendations on all other proposals.

Board’s Director Nominees (Proposal 1)

The following table provides summary information about each of the Director nominees. We ask you to vote “FOR” the election of each of the Director nominees.

NomineeDirector SincePrincipal OccupationCommittees
Stephen P. Holmes(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 FoundationCompensationGovernance (Chair)
James E. Buckman(Lead Director)2018Former Vice Chairman of York Capital ManagementCompensationGovernanceExecutive
Bruce B. Churchill2018Former President of DIRECTV Latin America LLCAuditCompensation (Chair)
Mukul V. Deoras2018President, Asia Pacific Division of Colgate-Palmolive Company & Chairman of Colgate-Palmolive (India) Ltd.AuditGovernance
Alexandra A. Jung2025Co-Founder and Managing Partner of Amateras CapitalHead of Private Debt Funds and Partner at AEA InvestorsAuditGovernance
Ronald L. Nelson2019Former Chairman and Chief Executive Officer of Avis Budget Group, Inc.AuditGovernance
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.