Wyndham Hotels & Resorts Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) May 15, 2025
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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 | ||||||||