Current Report Filing (8-k)
May 13 2021 - 4:47PM
Edgar (US Regulatory)
0001722684
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0001722684
2021-05-12
2021-05-12
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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 12, 2021
Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-38432
(Commission File Number)
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82-3356232
(IRS Employer
Identification No.)
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22
Sylvan Way
Parsippany, NJ
(Address of principal
executive offices)
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07054
(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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WH
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New York Stock Exchange
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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. ¨
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Item
5.07
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Submission of Matters to a Vote of Security Holders
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(a) Wyndham Hotels & Resorts, Inc.
(the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) on May 12, 2021.
(b) At the Annual Meeting, the three proposals
described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on
March 31, 2021 (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 2022 annual meeting of stockholders,
with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier death,
resignation, retirement, disqualification or removal. The election results for each of the Company’s Directors are set forth below.
Director Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Stephen P. Holmes
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82,585,181
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604,256
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4,663,054
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Geoffrey A. Ballotti
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83,027,923
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161,514
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4,663,054
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Myra J. Biblowit
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80,258,595
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2,930,842
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4,663,054
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James E. Buckman
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82,676,497
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512,940
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4,663,054
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Bruce B. Churchill
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82,264,080
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925,357
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4,663,054
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Mukul V. Deoras
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82,098,201
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1,091,236
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4,663,054
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Ronald L. Nelson
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82,103,490
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1,085,947
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4,663,054
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Pauline D.E. Richards
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82,144,706
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1,044,731
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4,663,054
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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:
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77,839,779
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Votes against:
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5,174,670
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Abstentions:
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174,988
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Broker Non-Votes:
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4,663,054
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Proposal 3
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, 2021 as set forth below.
Votes for approval:
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87,283,096
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Votes against:
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336,166
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Abstentions:
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233,229
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Broker Non-Votes:
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0
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(c) Not applicable.
(d) Not applicable.
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.
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WYNDHAM HOTELS & RESORTS, INC.
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Date: May 13, 2021
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By:
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/s/ Paul F. Cash
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Paul F. Cash
General Counsel & Corporate Secretary
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