{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-023910","form_type":"8-K","ticker":"WH","cik":"0001722684","company_name":"WYNDHAM HOTELS & RESORTS, INC.","filed_at":"2023-05-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.230464+00:00","generated_at":"2026-06-15T06:40:00.035431+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Wyndham shareholders approve officer exculpation amendment, re-elect directors","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-023910","json":"https://secwatch.observer/filing/0001140361-23-023910.json","markdown":"https://secwatch.observer/filing/0001140361-23-023910.md","text":"https://secwatch.observer/filing/0001140361-23-023910.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/0001140361-23-023910-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/brhc20052636_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T06:40:00.035431+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b3b4cfec3964b139f38f01c337c9e9b69a361f81","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/0001140361-23-023910-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-09"}],"fact_type":"governance_change"},{"claim_id":"2ddd94984272aac78d08ef1535e271f263856a44","claim":"WYNDHAM HOTELS & RESORTS, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-09 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/0001140361-23-023910-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-09"}],"fact_type":"shareholder_vote"},{"claim_id":"b7b2b5eb00b27cf341e26b77a59e70ade8371927","claim":"WYNDHAM HOTELS & RESORTS, INC. shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2023-05-09 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/0001140361-23-023910-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-09"}],"fact_type":"shareholder_vote"},{"claim_id":"cbae906f6c6523391511f72004e3687cc1c2387a","claim":"WYNDHAM HOTELS & RESORTS, INC. shareholders approved Amendment to Certificate of Incorporation for officer exculpation at the 2023-05-09 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/0001140361-23-023910-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-09"}],"fact_type":"shareholder_vote"},{"claim_id":"f9df5d1689a971c14b335a7e1a6cc6eb9171db20","claim":"WYNDHAM HOTELS & RESORTS, INC. shareholders approved Election of eight director nominees at the 2023-05-09 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1722684/000114036123023910/0001140361-23-023910-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-09"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}