Business Context and Reporting Period
This Form 8-K is a current report filed by Wyndham Worldwide Corporation on May 20, 2013, covering events occurring on May 14, 2013, and May 16, 2013. The filing addresses the results of the 2013 Annual Meeting of Shareholders and an amendment to the employment agreement of the Chairman and CEO.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and executive compensation rather than financial performance.
Material Changes and Events
Executive Compensation Amendment
On May 16, 2013, the Company entered into Amendment No. 4 to the Employment Agreement with Stephen P. Holmes, Chairman and CEO. This amendment extends his employment term by two years, from July 31, 2013, to July 31, 2015, and includes an administrative clarification. All other terms of the agreement remain in effect.
Annual Meeting Voting Results
The 2013 Annual Meeting was held on May 14, 2013. Three proposals were submitted to shareholders:
- Proposal 1 (Election of Directors): Shareholders elected The Right Honourable Brian Mulroney and Michael H. Wargotz.
- Brian Mulroney: 102,293,437 votes For; 12,625,913 votes Withheld; 7,183,190 Broker Non-Votes.
- Michael H. Wargotz: 113,189,034 votes For; 1,730,316 votes Withheld; 7,183,190 Broker Non-Votes.
- Proposal 2 (Say-on-Pay): Shareholders approved the compensation of named executive officers on an advisory basis.
- Results: 100,042,515 votes For; 13,893,242 votes Against; 983,593 Abstain; 7,183,190 Broker Non-Votes.
- Proposal 3 (Auditor Ratification): Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013.
- Results: 118,114,488 votes For; 3,678,814 votes Against; 309,238 Abstain.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, outlook, management commentary on financial risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Stephen P. Holmes' employment term has been extended to July 31, 2015.
- Shareholders approved the "Say-on-Pay" proposal with approximately 88% of votes cast in favor (excluding abstentions and broker non-votes).
- Deloitte & Touche LLP was ratified as the independent auditor for the 2013 fiscal year.
- Michael H. Wargotz received significantly fewer withheld votes compared to Brian Mulroney.