WYNDHAM HOTELS & RESORTS, INC. current report, 12 May 2020

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Wyndham Hotels & Resorts, Inc. 8-K Summary

Business Context and Reporting Period

This Form 8-K Current Report, dated May 12, 2020, covers the results of the Company's 2020 Annual Meeting of Stockholders. The filing details corporate governance amendments and the ratification of key appointments.

Key Financial Metrics

This filing is a corporate governance report and does not contain financial performance data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.

Material Changes and Corporate Actions

  • Elimination of Supermajority Voting: Stockholders approved amendments to the Certificate of Incorporation and By-Laws to eliminate supermajority voting requirements for (a) amending the Certificate of Incorporation and By-Laws, and (b) removing Directors.
  • Effective Date: The Second Amended & Restated Certificate of Incorporation and the Second Amended and Restated By-Laws became effective on May 12, 2020.

Voting Results and Management Commentary

The following proposals were submitted to stockholders at the Annual Meeting:

  • Proposal 1 (Election of Class II Directors): All three nominees (Myra J. Biblowit, Bruce B. Churchill, Pauline D.E. Richards) were elected. Votes ranged from approximately 78.5 million to 79.4 million "For" votes.
  • Proposal 2 (Amendment of Certificate of Incorporation):
    • 2(a) Amendments to Certificate/By-Laws: Approved with 80,034,446 votes for, 176,080 against, and 61,367 abstentions.
    • 2(b) Removal of Directors: Approved with 80,075,179 votes for, 148,069 against, and 48,645 abstentions.
  • Proposal 3 (Executive Compensation Advisory Vote): Approved with 78,182,469 votes for, 1,674,738 against, and 414,686 abstentions.
  • Proposal 4 (Ratification of Auditors): Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2020, with 84,026,254 votes for and 2,042,115 against.

Investor Verification Checklist

  • Verify the full text of the Second Amended & Restated Certificate of Incorporation (Exhibit 3.1) and By-Laws (Exhibit 3.2) to understand the specific new voting thresholds.
  • Review the definitive proxy statement filed on March 31, 2020, for the complete rationale behind the elimination of supermajority provisions.
  • Confirm the term end dates for the newly elected Class II Directors (ending at the 2021 annual meeting).