8-K
filed May 10, 2023, 7:59 PM ET
ticker WH
CIK 0001722684
other
confidence high
sentiment neutral
materiality 0.30
Wyndham shareholders approve officer exculpation amendment, re-elect directors
WYNDHAM HOTELS & RESORTS, INC.
- Approved amendment to Certificate of Incorporation for officer exculpation per Delaware law; Third Amended & Restated filed.
- All eight director nominees elected; Stephen P. Holmes received 70.6M votes for, highest support.
- Advisory say-on-pay passed with 65.3M votes for (87.9% of votes cast).
- Ratification of Deloitte & Touche as auditor for FY 2023 passed with 75.4M votes for.
- Annual meeting held May 9, 2023; all proposals approved by stockholders.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
WYNDHAM HOTELS & RESORTS, INC.: Adopted Third Amended & Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law (effective 2023-05-09).
- Change
- charter amendment
- Effective
- 2023-05-09
Exact text from the filing
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Wyndham Hotels & Resorts, Inc. (the “Company”) held on May 9, 2023, the Company’s stockholders, upon recommendation of the Company’s Board of Directors (the “Board”), approved an amendment to the Company’s Second Amended & Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
WYNDHAM HOTELS & RESORTS, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-09 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-09
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
WYNDHAM HOTELS & RESORTS, INC. shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2023-05-09 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-09
Exact text from the filing
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, 2023 as set forth below.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
WYNDHAM HOTELS & RESORTS, INC. shareholders approved Amendment to Certificate of Incorporation for officer exculpation at the 2023-05-09 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-09
Exact text from the filing
Proposal 3 The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as described in the Proxy Statement, to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law as set forth below.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
WYNDHAM HOTELS & RESORTS, INC. shareholders approved Election of eight director nominees at the 2023-05-09 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-09
Exact text from the filing
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 2024 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.
View on SEC.gov
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