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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
____________
Date of Report (Date of earliest event reported) May 15, 2025
Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in charter)
| | | | | | | | | | | | | | |
| Delaware | 001-38432 | 82-3356232 |
| (State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| 22 Sylvan Way | | |
| Parsippany, | New Jersey | | 07054 |
| (Address of principal
executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (973) 753-6000
None
| | |
| (Former name or former address, if changed since last report.) |
| | | | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | WH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) Wyndham Hotels & Resorts, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2025.
(b) At the Annual Meeting, the four proposals described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”) were submitted to the Company’s stockholders and the final voting results are provided below.
Proposal 1
The Company’s stockholders elected each of the eight Director nominees described in the Proxy Statement to serve for a term ending at the 2026 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, death or removal. The election results for each of the Company’s Directors are set forth below.
| | | | | | | | | | | | | | |
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Geoffrey A. Ballotti | 67,222,862 | 24,385 | 41,131 | 5,729,513 |
| Myra J. Biblowit | 57,133,723 | 9,957,116 | 197,539 | 5,729,513 |
| James E. Buckman | 66,961,009 | 285,763 | 41,606 | 5,729,513 |
| Bruce B. Churchill | 66,273,017 | 973,690 | 41,671 | 5,729,513 |
| Mukul V. Deoras | 65,452,332 | 1,777,658 | 58,388 | 5,729,513 |
| Stephen P. Holmes | 66,763,675 | 483,848 | 40,855 | 5,729,513 |
| Ronald L. Nelson | 65,437,180 | 1,809,853 | 41,345 | 5,729,513 |
| Pauline D.E. Richards | 65,587,572 | 1,642,010 | 58,796 | 5,729,513 |
Proposal 2
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers described in the Proxy Statement as set forth below.
| | | | | |
| Votes for Approval: | 63,362,593 |
| Votes Against: | 3,634,725 |
| Abstentions: | 291,060 |
| Broker Non-Votes: | 5,729,513 |
Proposal 3
The Company’s stockholders voted, on an advisory basis, in favor of holding an annual advisory vote on the compensation of the Company's named executive officers.
| | | | | |
| Votes for one year: | 65,961,615 |
| Votes for two years: | 22,704 |
| Votes for three years: | 1,250,716 |
| Abstentions: | 53,343 |
| Broker Non-Votes: | 5,729,513 |
Proposal 4
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 as set forth below.
| | | | | |
| Votes for Approval: | 72,594,489 |
| Votes Against: | 351,440 |
| Abstentions: | 71,962 |
| Broker Non-Votes: | Inapplicable |
(c) Not applicable.
(d) After considering the results for Proposal 3, and consistent with its own recommendation, the Company’s Board of Directors has determined to provide the Company’s stockholders with an annual advisory vote on the compensation of the Company's named executive officers until the next vote on the frequency of such advisory vote.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | WYNDHAM HOTELS & RESORTS, INC.
|
Date: May 19, 2025 | By: | /s/ Paul F. Cash |
| | Paul F. Cash
General Counsel & Corporate Secretary |