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): November 14, 2023

Wyndham Hotels & Resorts, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38432	82-3356232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 Sylvan Way
Parsippany, NJ	07054
(Address of principal	(Zip Code)
executive offices)

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2023, Wyndham Hotels & Resorts, Inc. (the “Company”) and Geoffrey A. Ballotti, the Company’s Chief Executive Officer, entered into an Amended & Restated Employment Agreement (the “Amended Agreement”). The term of Mr. Ballotti’s original Employment Agreement, dated June 1, 2018 and amended and restated as of February 23, 2021, and February 13, 2023 (the “Prior Agreement”), was scheduled to expire on May 31, 2024. The Amended Agreement extends Mr. Ballotti’s term of employment with the Company for a period of five years to May 31, 2029, with a base salary of $1,300,000 and annual bonus target percentage of 175%, each effective as of January 1, 2024, and otherwise on substantially the same terms and conditions as set forth in the Prior Agreement.

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: November 17, 2023	By:	/s/ Paul F. Cash
		Paul F. Cash
		General Counsel & Corporate Secretary

XML

Document and Entity Information	Nov. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2023
Entity File Number	001-38432
Entity Registrant Name	Wyndham Hotels & Resorts, Inc.
Entity Central Index Key	0001722684
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3356232
Entity Address, Address Line One	22 Sylvan Way
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	753-6000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false