8-K 1 a19-9817_18k.htm 8-K

 

 

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 16, 2019 (May 14, 2019)

 

Wyndham Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware
(State or Other Jurisdiction
of Incorporation)

 

001-38432
(Commission File Number)

 

82-3356232
(IRS Employer
Identification No.)

 

22 Sylvan Way
Parsippany, NJ
(Address of Principal
Executive Offices)

 

 

07054
(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:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  o

 

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

 

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

 

WH

 

New York Stock Exchange

 

 

 

 

Item 5.07                               Submission of Matters to a Vote of Security Holders

 

(a)  Wyndham Hotels & Resorts, Inc. (the “Company”) held its 2019 annual meeting of stockholders on May 14, 2019.

 

(b)  At the 2019 annual meeting, four proposals were submitted to the Company’s stockholders.  The proposals are described in more detail in the Proxy Statement.  The final voting results were as follows:

 

Proposal 1

 

The Company’s stockholders elected the Class I Directors to serve for a term ending at the 2021 annual meeting, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal.  The election results for each of the Company’s Class I Directors are set forth below.

 

 

 

Votes
For

 

Votes
Withheld

 

Broker
Non-Votes

 

Mukul V. Deoras

 

77,924,570

 

5,604,243

 

7,211,894

 

The Right Honourable Brian Mulroney

 

72,180,126

 

11,348,687

 

7,211,894

 

 

Proposal 2

 

The Company’s stockholders approved, on an advisory basis, the compensation of our named executive officers in the Proxy Statement.

 

Votes for approval:

 

80,030,196

 

Votes against:

 

3,335,097

 

Abstentions:

 

163,520

 

Broker Non-Votes:

 

7,211,894

 

 

Proposal 3

 

The Company’s stockholders voted, on an advisory basis, in favor of holding an annual advisory vote on the compensation of our named executive officers.

 

Votes for one year:

 

81,947,821

 

Votes for two years:

 

115,609

 

Votes for three years:

 

1,375,961

 

Abstentions:

 

89,422

 

Broker Non-Votes:

 

7,211,894

 

 

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, 2019.

 

Votes for approval:

 

89,835,051

 

Votes against:

 

474,735

 

Abstentions:

 

430,921

 

Broker Non-Votes:

 

0

 

 

(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 our named executive officers until the next vote on the frequency of such advisory vote.

 

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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 16, 2019

By:

/s/ Nicola Rossi

 

 

Nicola Rossi

 

 

Chief Accounting Officer

 

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