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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Wyndham Hotels & Resorts, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 24, 2025 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 July 24, 2025 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated July 24, 2025, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, is incorporated by reference in Re |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wyn |
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| July 23, 2025 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG SECOND QUARTER RESULTS Company Raises Full-Year 2025 EPS Outlook Grows Development Pipeline by 5% and System Size by 4% PARSIPPANY, N.J., July 23, 2025 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended June 30, 2025. Highlights include: •System-wide rooms grew 4% year-over-year. •Awarded 229 development con |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commission |
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| June 16, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-32876 A. Full title of the plan |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commission |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wy |
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| May 1, 2025 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 May 1, 2025 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated May 1, 2025, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, is incorporated by reference in Regis |
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| April 30, 2025 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG FIRST QUARTER RESULTS Company Delivers Record First Quarter Openings and Development Pipeline PARSIPPANY, N.J., April 30, 2025 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended March 31, 2025. Highlights include: •Global openings of 15,000 rooms increased 13% year-over-year, a record first quarter. •System- |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 30, 2025 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commissio |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| February 13, 2025 |
Amended and Restated Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan Exhibit 10.14 AMENDED AND RESTATED WYNDHAM HOTELS & RESORTS, INC. 2018 EQUITY AND INCENTIVE PLAN (EFFECTIVE AS OF NOVEMBER 20, 2024) 1.Purpose; Types of Awards; Construction. The purposes of the Amended and Restated Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”) are to afford an incentive to non-employee directors, selected officers and other employees, advisors and con |
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| February 13, 2025 |
Wyndham Hotels & Resorts, Inc. Insider Trading Policy Exhibit 19 Wyndham Hotels & Resorts Insider Trading Policy (Global) Effective Date: June 2018 Users are responsible for consulting the most recent version of this Policy. |
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| February 13, 2025 |
Exhibit 21.1 WYNDHAM HOTELS & RESORTS, INC. SUBSIDIARIES OF THE REGISTRANT The following is a list of the subsidiaries of Wyndham Hotels & Resorts, Inc. as of December 31, 2024: Name Jurisdiction of Organization Wyndham Hotel Group, LLC Delaware La Quinta Holdings Inc. Delaware La Quinta Intermediate Holdings L.L.C. Delaware Lodge Holdco II L.L.C. Delaware La Quinta Franchising LLC Nevada Ramada W |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38432 Wyndham Hotels & Resorts, |
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| February 13, 2025 |
Form of Award Agreement for Performance Restricted Stock Units (Non-U.S. Employees) Exhibit 10.21 WYNDHAM HOTELS & RESORTS, INC. 2018 EQUITY AND INCENTIVE PLAN AWARD AGREEMENT – PERFORMANCE RESTRICTED STOCK UNITS (NON-US EMPLOYEE) This Award Agreement (this “Agreement”), dated as of [], 202[], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. |
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| February 13, 2025 |
Form of Award Agreement for Restricted Stock Units (Non-U.S. Employees) Exhibit 10.20 WYNDHAM HOTELS & RESORTS, INC. 2018 EQUITY AND INCENTIVE PLAN AWARD AGREEMENT – RESTRICTED STOCK UNITS (NON-US EMPLOYEE) This Award Agreement (this “Agreement”), dated as of [], 202[], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity |
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| February 13, 2025 |
Exhibit 10.12 AMENDED AND RESTATED WYNDHAM HOTELS & RESORTS INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN 1.Purpose. The purpose of the Amended and Restated Wyndham Hotels & Resorts Inc. Non-Employee Directors Deferred Compensation Plan (the “Plan”) is to enable directors of Wyndham Hotels & Resorts Inc. (the “Company”) who are not also employees of the Company to defer the receipt of cer |
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| February 12, 2025 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG FOURTH QUARTER RESULTS WITH RECORD ANNUAL OPENINGS, RETENTION AND SYSTEM GROWTH Company Increases Quarterly Dividend by 8% and Provides Full-Year 2025 Outlook PARSIPPANY, N.J., February 12, 2025 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months and year ended December 31, 2024. Highlights include: •Global RevPAR |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 12, 2025 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commis |
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| November 12, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Wyndham Hotels & Resorts, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98311A105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| October 24, 2024 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 October 24, 2024 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated October 24, 2024, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, is incorporated by refe |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3843 |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 23, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commiss |
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| October 23, 2024 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG THIRD QUARTER RESULTS Company Raises Full-Year 2024 EPS Outlook and Reaffirms Remaining Outlook Grows System Size by 4% and Development Pipeline by 5% PARSIPPANY, N.J., October 23, 2024 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended September 30, 2024. Highlights include: •System-wide rooms grew 4% year- |
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| July 25, 2024 |
Exhibit 10.2 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made as of this 28th day of March, 2024 by Wyndham Hotels & Resorts, Inc., a Delaware Corporation (the “Company”) and Lisa Checchio (the “Executive”). WHEREAS, the Executive serves as Chief Marketing Officer of the Company; WHEREAS, the Executive and the Company are signatories to an employmen |
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| July 25, 2024 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 July 25, 2024 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated July 25, 2024, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, is incorporated by reference in Re |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wyn |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commission |
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| July 24, 2024 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG SECOND QUARTER RESULTS Company Raises Full-Year 2024 EPS Outlook Company Grows Development Pipeline by 7% and System Size by 4% PARSIPPANY, N.J., July 24, 2024 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended June 30, 2024. Highlights include: •Global RevPAR grew 2% in constant currency. •System-wide rooms |
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| June 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-32876 A. Full title of the plan |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commission |
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| May 28, 2024 |
Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT Fifth Amendment, dated as of May 24, 2024 (this “Amendment”), to the Credit Agreement, dated as of May 30, 2018, among WYNDHAM HOTELS & RESORTS, INC., a Delaware corporation (the “Borrower”), the several lenders and letter of credit issuers from time to time party thereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Adm |
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| May 28, 2024 |
WYNDHAM HOTELS & RESORTS COMPLETES SUCCESSFUL DEBT REPRICING AND UPSIZING Exhibit 99.1 WYNDHAM HOTELS & RESORTS COMPLETES SUCCESSFUL DEBT REPRICING AND UPSIZING PARSIPPANY, N.J., May 28, 2024 – Wyndham Hotels & Resorts, Inc. (NYSE: WH) (the “Company”) today announced that it successfully completed the repricing of its existing $1.1 billion Senior Secured Term Loan B Facility due May 2030 (the “Term Loan B”). The Term Loan B garnered significant investor demand, resultin |
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| April 25, 2024 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 April 25, 2024 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated April 25, 2024, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, is incorporated by reference in |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wy |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commissio |
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| April 24, 2024 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG FIRST QUARTER RESULTS Company Raises Full-Year 2024 EPS Outlook Grows Development Pipeline by 8% and System Size by 4% Board Increases Share Repurchase Authorization by $400 Million PARSIPPANY, N.J., April 24, 2024 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended March 31, 2024. Highlights include: •Global |
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| April 23, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 19, 2024 Wyndham Hotels & Resorts, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38432 82-3356232 (State or Other Jurisdiction of Incorporation) (Comm |
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| April 10, 2024 |
WH / Wyndham Hotels & Resorts, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0017-wyndhamhotelsresortsi.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Wyndham Hotels & Resorts Inc Title of Class of Securities: Common Stock CUSIP Number: 98311A105 Date of Event Which Requires Filing of this Statement: March 28, 2024 Check the appropriate box |
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| March 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 11, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 11, 2024 |
Press Release issued by Wyndham Hotels & Resorts, Inc., dated March 11, 2024 Exhibit 99.(a)(1)(W) Wyndham Board of Directors Sends Letter to Shareholders Highlighting Clear Path to Deliver Value Substantially in Excess of Choice’s Inadequate and Risk-Laden Offer Urges Shareholders to Protect Their Investment and the Future of Wyndham by Supporting Only Wyndham’s Eight Highly-Qualified Director Nominees Encourages Shareholders to Visit StayWyndham.com for More Information P |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) |
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| March 11, 2024 |
Wyndham Hotels & Resorts, Inc. Letter to Shareholders dated March 11, 2024. Exhibit 99.1 March 11, 2024 Dear Shareholder, We are asking for your support at our 2024 Annual Meeting of Shareholders – your vote is important for the future of your investment in Wyndham. Choice Hotels, our largest and most direct competitor, is attempting a hostile takeover of Wyndham with an offer that is inadequate and subject to numerous risky conditions. Your Board has been diligent in its |
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| March 11, 2024 |
Exhibit 99.2 Wyndham Board of Directors Sends Letter to Shareholders Highlighting Clear Path to Deliver Value Substantially in Excess of Choice’s Inadequate and Risk-Laden Offer Urges Shareholders to Protect Their Investment and the Future of Wyndham by Supporting Only Wyndham’s Eight Highly-Qualified Director Nominees Encourages Shareholders to Visit StayWyndham.com for More Information PARSIPPAN |
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| March 11, 2024 |
Press Release of Wyndham Hotels & Resorts, Inc., dated March 11, 2024. Exhibit 99.2 Wyndham Board of Directors Sends Letter to Shareholders Highlighting Clear Path to Deliver Value Substantially in Excess of Choice’s Inadequate and Risk-Laden Offer Urges Shareholders to Protect Their Investment and the Future of Wyndham by Supporting Only Wyndham’s Eight Highly-Qualified Director Nominees Encourages Shareholders to Visit StayWyndham.com for More Information PARSIPPAN |
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| March 11, 2024 |
Exhibit 99.1 March 11, 2024 Dear Shareholder, We are asking for your support at our 2024 Annual Meeting of Shareholders – your vote is important for the future of your investment in Wyndham. Choice Hotels, our largest and most direct competitor, is attempting a hostile takeover of Wyndham with an offer that is inadequate and subject to numerous risky conditions. Your Board has been diligent in its |
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| March 11, 2024 |
Press Release, dated March 11, 2024. Exhibit (a)(5)(B) Choice Hotels Provides Update on Exchange Offer and Proposal to Acquire Wyndham Hotels & Resorts Announces Expiration of Exchange Offer and Withdrawal of Independent Director Candidates for Election at Wyndham’s 2024 Annual Meeting Increases Share Repurchase Authorization Projects to Continue Delivering Strong Earnings Growth NORTH BETHESDA, Md. |
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| March 11, 2024 |
Letter to Wyndham Hotels & Resorts, Inc. shareholders, dated March 11, 2024 Exhibit 99.(a)(1)(V) March 11, 2024 Dear Shareholder, We are asking for your support at our 2024 Annual Meeting of Shareholders – your vote is important for the future of your investment in Wyndham. Choice Hotels, our largest and most direct competitor, is attempting a hostile takeover of Wyndham with an offer that is inadequate and subject to numerous risky conditions. Your Board has been diligen |
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| March 11, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38432 82-3356232 (State or other jurisdiction (Commission File Number |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38432 82-3356232 (State or other jurisdiction (Commission File Number |
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| March 11, 2024 |
Daniel Wolf P.C. To Call Writer Directly: +1 212 446 4884 [email protected] 601 Lexington Avenue New York, NY 10022 Daniel Wolf P.C. To Call Writer Directly: +1 212 446 4884 [email protected] United States Facsimile: +1 212 446 4900 www.kirkland.com VIA EDGAR AND EMAIL March 11, 2024 Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Attention: Christina Chalk (A |
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| February 27, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
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| February 27, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 23, 2024 |
Letter to Wyndham Hotels & Resorts, Inc. team members, dated February 23, 2024 Exhibit (a)(1)(U) Wyndham Hotels & Resorts A Message from Geoff Ballotti Dear Team, If you own Wyndham stock, you may have received materials in the mail from our 401k administrator, Merrill Lynch, or your personal broker noting a “voluntary corporate action. |
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| February 23, 2024 |
Updated “Support for the Combination” page of the microsite. Exhibit 1 “Similarly, major hotel brands like Marriott, Hilton, IHG, and Hyatt are pervasive and competitive. |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 23, 2024 |
Exhibit 1.1 RealClearMarkets Why the Hotel Industry Would Benefit From More Consolidation By Alan Grafman February 20, 2024 Competition is good for consumers and the country. Strong competitors make for strong competition. Look, for example, at the enormous competition that exists between the three leading insurance providers: State Farm, GEICO, and Progressive. During any football game, these thr |
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| February 23, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) |
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| February 22, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On February 22, 2024, Choice Hotels International, Inc. (“Choice”) posted the following advertisement via Facebook relating to the proposal |
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| February 22, 2024 |
Letter to Wyndham Hotels & Resorts, Inc. shareholders, dated February 22, 2024 Exhibit (a)(1)(T) February 22, 2024 To Wyndham Hotel & Resorts shareholders, Earlier this week I listened to Pat Pacious once again claim in comments on Choice Hotel’s Fourth Quarter earnings call that Wyndham’s Board has refused to engage on Choice’s proposed offer. |
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| February 21, 2024 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) disseminated the following communications on February 20, 2024, relating to the announcemen |
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| February 21, 2024 |
EX-1 Exhibit 1 Operator Ladies and gentlemen, thank you for standing by. Welcome to Choice Hotels International’s Fourth Quarter 2023 Earnings Call. (Operator Instructions) I will now turn the conference over to Allie Summers, Investor Relations Senior Director for Choice Hotels. Allie Summers - Choice Hotels International, Inc. – Investor Relations Senior Director Good morning, and thank you for |
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| February 20, 2024 |
Exhibit (a)(1)(S) On February 20, 2024, Wyndham Hotels & Resorts, Inc. posted the following messages via display advertising: On February 20, 2024, Wyndham Hotels & Resorts, Inc. posted the following messages via LinkedIn advertising: On February 20, 2024, Wyndham Hotels & Resorts, Inc. posted the following messages via Google Search: |
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| February 20, 2024 |
Letter to Choice Hotels Owners Council (CHOC) Members from the CHOC Board. Exhibit 1 Dear CHOC members, For more than 50 years, CHOC has worked to build success for our members and their families. |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) |
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| February 20, 2024 |
Earnings Press Release, dated February 20, 2024. Exhibit 1.1 CHOICE HOTELS INTERNATIONAL REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS Achieves Record Revenues in 2023 Exceeds Full-Year 2023 Outlook for Unit Growth Grows Global Rooms Pipeline Sequentially 6% including a 16% Increase for Conversion Hotels NORTH BETHESDA, Md., Feb. 20, 2024 — Choice Hotels International, Inc. (NYSE: CHH), one of the world’s leading lodging franchisors, today r |
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| February 20, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 16, 2024 |
Exhibit (a)(1)(R) On February 15, 2024, Wyndham Hotels & Resorts, Inc. (NYSE) (“Wyndham” or “we”) held a webcast and conference call in connection with Wyndham’s announcement of its earnings for the three months and year ended December 31, 2023. The following excerpt from the script for the webcast and conference call contains statements that may be deemed proxy soliciting materials. Matt Capuzzi: |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38432 Wyndham Hotels & Resorts, |
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| February 15, 2024 |
Exhibit 10.25 December 14, 2020 (amended and restated February 13, 2023) Dear Ms. Melancon: We are pleased to confirm the terms and conditions of your employment with Wyndham Hotels & Resorts, Inc. (the “Company”) as Chief Human Resources Officer, effective as of March 1, 2021 (the “Effective Date”). This position reports to the Chief Executive Officer of the Company. Your base salary, paid on a b |
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| February 15, 2024 |
Incentive Compensation Recovery Policy Exhibit 97 Incentive Compensation Recovery Policy Policy Effective Date: October 2, 2023 A. |
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| February 15, 2024 |
Exhibit 4.9 WYNDHAM HOTELS & RESORTS, INC. The following summary describes the common stock, par value $0.01 per share, of Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels,” “our company,” “we,” “us,” and “our”), which are the only securities of Wyndham Hotels registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The following description is a summary and does not pu |
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| February 15, 2024 |
Exhibit 21.1 WYNDHAM HOTELS & RESORTS, INC. SUBSIDIARIES OF THE REGISTRANT The following is a list of the subsidiaries of Wyndham Hotels & Resorts, Inc. as of December 31, 2023: Name Jurisdiction of Organization Wyndham Hotel Group, LLC Delaware La Quinta Holdings Inc. Delaware La Quinta Intermediate Holdings L.L.C. Delaware Lodge Holdco II L.L.C. Delaware La Quinta Franchising LLC Nevada Ramada W |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2024 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commis |
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| February 14, 2024 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG FOURTH QUARTER RESULTS WITH RECORD OPENINGS, RETENTION AND SYSTEM GROWTH Increases Quarterly Dividend by 9% Reiterates Full-Year 2024 Outlook PARSIPPANY, N.J., February 14, 2024 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months and year ended December 31, 2023. Highlights include: •System-wide rooms grew organica |
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| February 13, 2024 |
WH / Wyndham Hotels & Resorts, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02309-wyndhamhotelsresorts.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Wyndham Hotels & Resorts Inc Title of Class of Securities: Common Stock CUSIP Number: 98311A105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b |
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| February 9, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Wyndham Hotels & Resorts, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98311A105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 8, 2024 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wyndham Hotels & Resorts, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98311A105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 5, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| February 5, 2024 |
Updated “Support for the Combination” page of the microsite. Exhibit 1 Media January 31. 2024 A Larger Hotel Chain Is Good For The Industry And The Economv. Ike Brannon FORBES “Operating like a cartel, OTAs extract excessive fees from franchisees in exchange for reservations. whereas a larger brand—like a combined Choice and Wyndham—has more leverage to push back on the OTAs and give franchisees more resources to encourage guests to book directly through th |
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| February 2, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On February 2, 2024, Choice Hotels International, Inc. (“Choice”) posted the following advertisement via Google relating to the proposal by |
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| January 31, 2024 |
Updated certain pages of the microsite. Exhibit 1 - 2 - - 3 - - 4 - - 5 - - 6 - - 7 - - 8 - - 9 - - 10 - - 11 - - 12 - - 13 - - 14 - - 15 - - 16 - |
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| January 31, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| January 31, 2024 |
Exhibit 1.1 Reuters Choice Hotels nominates board directors in hostile Wyndham bid By Anirban Sen 22 January 2024 Choice Hotels International (CHH.N) pressed ahead with its $8 billion hostile bid for Wyndham Hotels & Resorts (WH.N), on Monday by nominating a slate of directors to replace Wyndham’s eight-member board. It is Choice’s latest attempt to break a stalemate after trying for most of the l |
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| January 31, 2024 |
Exhibit 1.2 CNN Business Comfort Inn’s owner doubles down on its hostile takeover bid for the company that owns Days Inn By Jordan Valinsky 12 December 2023 Choice Hotels, which owns a number of budget lodging brands, including Comfort Inn, is getting more aggressive in its attempt to acquire its rival Wyndham Hotels. On Tuesday, Choice said it will expand its several monthslong hostile takeover b |
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| January 31, 2024 |
Exhibit 1.3 The Points Guy Choice Hotels officially goes hostile in Wyndham takeover attempt By Cameron Sperance 12 December 2023 The budget hotel brouhaha boiled over Tuesday morning as Choice Hotels launched a hostile bid for Wyndham Hotels & Resorts. Choice, the owner of brands like Comfort Inn and Radisson’s Americas operation, launched a $7.8 billion offer for Wyndham earlier this year. But W |
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| January 26, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 25, 2024 |
Exhibit (a)(1)(Q) |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 25, 2024 |
Exhibit (a)(1)(P) CONTACT MELISSA ROSENBAUM 770-274-7980 [email protected] AAHOA Statement on Choice Hotels' Full Slate of Nominees for Wyndham Board ATLANTA, Ga., Jan. 24 – AAHOA continues to monitor the developments involving the proposed merger by Choice Hotels International (“Choice Hotels”) of Wyndham Hotels & Resorts (“Wyndham”), including a press release issued by Choice Hotels on Monday that pr |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 22, 2024 |
Exhibit (a)(1)(M) |
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| January 22, 2024 |
Exhibit (a)(1)(N) WYNDHAM COMMENTS ON CHOICE’S SELF-SERVING DIRECTOR NOMINATIONS Nominees Selected to Rubber-Stamp Choice’s Underwhelming and Risk-Laden Offer Board Remains Open to an Offer That is in Best Interests of Wyndham and its Shareholders PARSIPPANY, N. |
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| January 22, 2024 |
Exhibit 1.1 Choice Proposes a Full Slate of Independent, Highly Qualified Candidates for Wyndham’s Board These strong, independent leaders with significant experience and expertise will drive value for Wyndham stakeholders if elected to the Board of Directors. Barbara Bennett Founder and Principal Executive, Bennett West LLC • Spent majority of career at Discovery Communications, serving 17+ years |
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| January 22, 2024 |
Exhibit (a)(1)(O) To: All Team Members Dear Team, We just issued a press release in response to Choice Hotels’ announcement that it intends to nominate directors to Wyndham’s Board, as we expected. |
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| January 22, 2024 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 22, 2024 |
Exhibit 1 A Combination to Benefit All Stakeholders Wyndham Shareholders Deserve Engaged, Fiduciary-First Board MEET CHOICE’S NOMINEES A Win for Both Companies’ Stakeholders LEARN MORE Choice’s Good-Faith Engagement with Wyndham LEARN MORE Clear Path to Transaction Completion LEARN MORE Director Nominees LEARN MORE Support for a choice-Wyndham Combination LEARN MORE Additional Materials Press releases, presentation, infographic, and other documents LEARN MORE Director Nominees independent, Highly Qualified Individuals Standing for Election at Wyndham’s 2024 Annual Meeting Wyndham Shareholders have the opportunity 10 send a dear message to the Wyndham Board by supporting these . |
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| January 18, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| January 18, 2024 |
Updated “Additional Materials” page of the microsite. Exhibit 1 Infographics |
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| January 18, 2024 |
Exhibit 1.1 Choice Hotels International Celebrates Year of Accelerating Net Unit Growth Distinct Revenue-Intense Growth Strategy Delivers Strong Development Results 1.4% Domestic upscale, midscale, extended stay hotel unit growth ~2% Choice legacy brands revenue intense unit growth 2.6% International unit growth 98% Franchisee voluntary retention rate Extending the Lead in Extended Stay #1 economy |
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| January 17, 2024 |
Exhibit 1.1 Choice Hotels International Celebrates Year of Accelerating Growth Distinct Revenue-Intense Growth Strategy Delivers Strong Development Results NORTH BETHESDA, Md., Jan. 17, 2024 — Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest and most successful lodging franchisors, celebrated another year of strong growth, announcing higher-than-expected brand growth acros |
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| January 17, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| January 17, 2024 |
Updated “Additional Materials” page of the microsite. Exhibit 1 |
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| January 16, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On January 14, 2024, Choice Hotels International, Inc. (“Choice”) posted the following messages via Google Search advertising relating to th |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 12, 2024 |
Exhibit (a)(1)(L) Wyndham Confirms Receipt of Expansive FTC Second Request Under HSR Act for Choice’s Unsolicited Hostile Offer to Acquire Wyndham Extended Regulatory Review Certain Offer Continues to Undervalue Wyndham and Exposes Wyndham Shareholders to Significant Asymmetrical Risk PARSIPPANY, N. |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 10, 2024 |
Exhibit 1.1 FOR IMMEDIATE RELEASE Choice Hotels Sets the Record Straight on Path to Regulatory Approval of Combination with Wyndham Hotels & Resorts Calls Out Wyndham’s Campaign of Disinformation Reiterates Commitment to Completing Pro-Competitive, Pro-Franchisee, and Pro-Guest Combination NORTH BETHESDA, Md., January 10, 2024 – Choice Hotels International, Inc. (NYSE: CHH) (the “Company” or “Choi |
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| January 10, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| January 10, 2024 |
Exhibit 1.2 January 10, 2024 CHOICE AND WYNDHAM – A PRO-COMPETITIVE COMBINATION Forward-Looking Statements Information set forth herein includes “forward-looking statements”. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward- looking terminology, such as “expect,” “estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,” “plan,” “ |
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| January 10, 2024 |
Page 1 of 2 Harvey C. Jewett IV Exhibit (a)(1)(K) Page 1 of 2 Harvey C. Jewett IV Post Office Box 1036 Aberdeen, SD 57402-1036 Phone: 605-725-8608 Email: [email protected] November 28, 2023 Mr. Steven Holmes Mr. Geoff Ballotti 22 Sylvan Way 22 Sylvan Way Parsippany, NJ 07054 Parsippany, NY 07054 Dear Geoff and Steven, I have read in the news, with great interest, the attempt at forcing a sale of Wyndham by the Choice Group. I |
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| January 10, 2024 |
22 Sylvan Way Parsippany, New Jersey 07054 January 10, 2024 Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 January 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Christina Chalk and Laura McKenzie Re: Wyndham Hotels & Resorts, Inc. Schedule 14D-9 filed December 18, 2023 File No. 005-90832 Dear Ms. Chalk and Ms. McKenzie, Wyndham Hot |
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| January 10, 2024 |
Exhibit 1.3 Choice Sets the Record Straight on Wyndham’s Disinformation Campaign Wyndham continues to blatantly mischaracterize the lodging industry, creating false and unsubstantiated antitrust concerns • Definition hyper-focuses on STR* midscale and economy categories, arbitrarily segmenting competitive hotels Wyndham Hinges • Narrow perspective excludes ~45% of U.S. hotels because it Argument o |
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| January 10, 2024 |
Updated “Additional Information” page of the microsite. Exhibit 1 - 2 - |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| January 4, 2024 |
Exhibit (a)(1)(J) On January 4, 2024, Wyndham Hotels & Resorts, Inc. made the following materials available to investors. THE REAL ANTITRUST STORY Since Choice’s unsolicited approach in April 2023, the Wyndham Board of Directors consistently has expressed concerns that Wyndham stockholders would not be adequately compensated for the asymmetrical risk an extended antitrust review with an uncertain |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 20, 2023 |
Updated “Additional Information” page of the microsite. Exhibit 1 |
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| December 20, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| December 20, 2023 |
Exhibit 1.1 FOR IMMEDIATE RELEASE Wyndham Hotels & Resorts’ Latest Release Shows How Divergent Their Board’s Interests Are from Their Shareholders’; Their Arguments Seek to Undermine the Value-Creating Possibility of M&A Wyndham Shareholders Should Tender Their Shares in Choice’s Exchange Offer to Send Clear Message to Wyndham’s Board Choice Has Recently Engaged with Wyndham Shareholders Represent |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 20, 2023 |
Exhibit (a)(1)(I) On December 20, 2023, Wyndham Hotels & Resorts, Inc. posted the following messages via display advertising: On December 20, 2023, Wyndham Hotels & Resorts, Inc. posted the following messages via LinkedIn advertising: |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| December 18, 2023 |
Exhibit (a)(1)(F) |
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| December 18, 2023 |
Exhibit (a)(1)(E) |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| December 18, 2023 |
Exhibit (a)(1)(D) To: All Team Members Dear Team, Today we announced that our Board unanimously determined Choice’s unsolicited exchange offer (which as we communicated to you last Monday was virtually unchanged from their previous offer) is NOT in the best interests of our Company or our shareholders. |
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| December 18, 2023 |
Exhibit (e)(14) AMENDED & RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 14, 2023 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc. |
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| December 18, 2023 |
Exhibit (a)(1)(C) Wyndham Board Urges Shareholders to Reject Inadequate and Highly Conditional Choice Exchange Offer Board Unanimously Recommends Wyndham Shareholders NOT Tender Shares Choice Ignores Significant Regulatory and Business Risks and Misleads Wyndham Shareholders and Other Stakeholders with Continued Inconsistent and Inaccurate Statements Wyndham Board Believes the Company Can Deliver Long-Term Shareholder Value in Excess of the Current $85 Per Share in Cash and Stock Offered by Choice Visit StayWyndham. |
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| December 18, 2023 |
Exhibit (a)(1)(H) |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 18, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 9 |
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| December 18, 2023 |
Director Independence Criteria Exhibit (e)(1) Director Independence Criteria The Board adopted the Director Independence Criteria set out below for its evaluation of the materiality of Director relationships with us. |
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| December 18, 2023 |
Exhibit (a)(1)(G) |
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| December 15, 2023 |
Updated “Combination Support” page of the microsite. Exhibit 1 December 12, 2023 CNBC Choice Hotels CEO Patrick Pacious and CNBC’s David Faber discussed how Choice’s exchange offer is empowering Wyndham shareholders to voice their support for the transactions. |
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| December 15, 2023 |
Exhibit 1.1 Madison Mills, Multimedia Reporter & On-Air Host, Yahoo Finance But we’ve also got some individual company news moving markets today because Choice Hotels raising the stakes in its hostile takeover bid for Wyndham Hotels & Resorts. The budget hotel operator announcing what’s known as an exchange offer for Wyndham shares. Choice says it believes a transaction with Wyndham is pro-competi |
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| December 15, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| December 13, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| December 13, 2023 |
Exhibit 1.1 Choice Hotels Completes Radisson Hotels Americas Integration Just 16 Months After Acquisition Company’s Expertise and Experience in Integrating Hotel Brands Results in Rapid Onboarding of Hundreds of Radisson Properties NORTH BETHESDA, Md., Dec. 13, 2023 /PRNewswire/ — Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest and most successful lodging franchisors, ann |
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| December 13, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) The following communication has been published in The New York Times on December 13, 2023 relating to the proposal by Choice Hotels Internat |
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| December 13, 2023 |
Updated “Additional Information” page of the microsite. Exhibit 1 Press Releases December 12, 2023 Choice Hotels Completes Radisson Hotels Americas Integration Just 16 Months After Acquisition Download December 12, 2023 Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Download December 12, 2023 Choice Hotels Calls on Wyndham Hotels & Resorts to Engage in Discussions Download December 12, 2023 Choice Hotels Proposes to Acquire Wyndham Hotels & resorts for $90. |
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| December 12, 2023 |
Exhibit B CHH LAUNCH Exchange Offer Associate Letter [Dear Colleagues / INSERT CUSTOMARY GREETING], Today, Choice announced that we are commencing an exchange offer in order to take our offer to acquire Wyndham directly to the Wyndham shareholders. |
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| December 12, 2023 |
Exhibit 99.2 Dear Team, We just responded to Choice Hotels’ announcement that it has commenced an unsolicited exchange offer to acquire all of Wyndham’s outstanding common stock. The offer proposed appears unchanged from the terms they shared in November and is currently valued at approximately $86 per share. Choice today also announced ownership of less than 1.7% of Wyndham common stock – in addi |
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| December 12, 2023 |
Exhibit A David Faber, Co-Anchor, CNBC’s “Squawk on the Street” Choice hotels launching a hostile takeover bid for Wyndham Hotels. |
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| December 12, 2023 |
Updated “Additional Information” page of the microsite Exhibit 1 Press Releases December 12, 2023 Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Download October 25, 2023 Choice Hotels Calls on Wyndham Hotels & Resorts to Engage in Discussions Download October 17, 2023 Choice Hotels Proposes to Acquire Wyndham Hotels & Resorts for $90. |
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| December 12, 2023 |
Exhibit 99.1 Wyndham Confirms Receipt and Review of Unsolicited Exchange Offer from Choice Offer Terms Remain Unchanged and Highly Conditional Shareholders Urged Not to Take Action at This Time PARSIPPANY, N.J., December 12, 2023 – Wyndham Hotels & Resorts (NYSE: WH) (“Wyndham” or the “Company”), the world's largest hotel franchising company with approximately 9,100 hotels spanning more than 95 co |
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| December 12, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror)) Common Stock, $ |
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| December 12, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (C |
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| December 12, 2023 |
Press Release, dated December 12, 2023. Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Discloses Ownership Position of More Than $110 Million of Wyndham Stock Preparing to Nominate Candidates to the Wyndham Board of Directors Commences the Regulatory Approval Process NORTH BETHESDA, Md. |
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| December 12, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| December 12, 2023 |
EX-1.1 Exhibit 1.1 Choice Takes Offer to Acquire Wyndham Directly to Shareholders FRANCHISEES GUESTS SHAREHOLDERS BENEFIT BENEFIT BENEFIT Increased investment More options across Immediate value in the tools and technology to stay occasions and creation and accelerated help lower costs, drive more price points, with an opportunities for sustained, direct business and grow enhanced rewards program |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WYNDHAM HOTELS & RESORTS, INC. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 98311A105 (CUSIP Nu |
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| December 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) Wyndham Hotels & Resorts, Inc. |
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| December 12, 2023 |
Exhibit A CHH Exchange Offer Franchisee Letter Dear Choice Franchisee, Today, Choice announced that we are commencing an exchange offer in order to take our offer to acquire Wyndham directly to Wyndham shareholders. |
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| December 12, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On December 12, 2023, Choice Hotels International, Inc. (“Choice”) disseminated to its franchisees the communication attached hereto as Exhi |
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| December 12, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On December 12, 2023, Patrick Pacious, Chief Executive Officer of Choice Hotels International, Inc. (“Choice”), appeared on the CNBC televis |
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| November 22, 2023 |
Updated “Engagement with Wyndham” page of the microsite Exhibit 1 |
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| November 22, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| November 22, 2023 |
November 14, 2023, correspondence delivered to the Board of Directors of Wyndham Exhibit 1.1 STRICTLY CONFIDENTIAL Patrick S. Pacious President and Chief Executive Officer November 14, 2023 Via Electronic Mail Board of Directors Wyndham Hotels & Resorts, Inc. c/o Stephen P. Holmes, Chairman of the Board 22 Sylvan Way Parsippany, NJ, 07054 Dear Directors: On behalf of Choice Hotels International, Inc. (“Choice” or “we”), I am pleased to present you with this enhanced proposal ( |
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| November 21, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (C |
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| November 21, 2023 |
EXHIBIT 99.1 Wyndham Board Determines New Choice Letter is Step Backwards Choice Looks to Impose Two Years of Regulatory Limbo and Significant Business Risk on Wyndham Shareholders and Fails to Address Substantial Concerns with Prior Offer Now Valued at $86 PARSIPPANY, N.J., Nov. 21, 2023 – Wyndham Hotels & Resorts (NYSE: WH) (“Wyndham” or the “Company”), the world's largest hotel franchising comp |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (C |
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| November 16, 2023 |
Exhibit 1.1 Andrew Ross Sorkin, Co-Anchor, CNBC’s “Squawk Box” Welcome back to Squawk Box. Joining us right now is the CEO and Chairman of one of Ron Baron’s longest investments, Patrick Pacious, Choice Hotels International President and CEO. Also, Stewart Bainum, Choice Hotels International Chairman. Also here of course, Ron Baron, the man himself. He’s been an investor in Choice Hotels since 199 |
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| November 16, 2023 |
Copy of CTFN article dated November 7, 2023, linked in the Combination Support page of the microsite Exhibit 1.3 CTFN WH/CHH: Bidder sees path forward, offer not deemed best and final By Jonathan Spitzer 7 November 2023 Choice Hotels intends to see its unsolicited offer for Wyndham Hotels & Resorts through to a successful completion, notwithstanding current resistance from Wyndham’s management and board, CTFN has learned. The buyer sees a path to completion — despite the target’s stated antitrust |
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| November 16, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
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| November 16, 2023 |
Updated “Combination Support” page of the microsite Exhibit 1 Support a Choice-Wyndham Combination A W IN FOR v ENGAGEMENT CLEAR PATH TO COMBINATION ADDITIONAL HOM E STAKEHOLDERS W ITH WYNDHAM COMPLETION SUPPORT MATERIALS October 17, 2023 CNBC Choice Hotels CEO Patrick Pacious joined Becky Quick on CNBC 11:0 discuss our vaJue-creating proposal to acquire Wyndham Hotels & Resorts and the compelling benefits for both companies’ stakeholders. |
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| November 16, 2023 |
Exhibit 1.2 The Points Guy Wyndham comes out swinging against ‘desperate grab’ takeover offer from Choice Hotels By Cameron Sperance 26 October 2023 When you grow up in the South like I did, you learn there’s a difference between mad and spittin’ mad. Wyndham Hotels & Resorts leadership appeared to be the latter in response to repeated advances by Choice Hotels for a nearly $8 billion takeover. Do |
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| November 7, 2023 |
Exhibit 1.1 CHOICE HOTELS INTERNATIONAL REPORTS THIRD QUARTER 2023 RESULTS Raises Full-year 2023 Financial Guidance Grows Global Rooms Pipeline Sequentially 6% Including 27% Increase for Conversion Hotels Returns $550 Million to Shareholders Last Twelve Months ROCKVILLE, Md., November 7, 2023 – Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest lodging franchisors, today rep |
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| November 7, 2023 |
Copy of Third Quarter 2023 Investor Presentation. Exhibit 1.3 THIRD QUARTER 2023 INVESTOR PRESENTATION November 7, 2023 1 Forward-looking Statements Certain matters discussed in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as |
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| November 7, 2023 |
Exhibit 1.2 Operator Ladies and gentlemen, thank you for standing by. Welcome to Choice Hotels International’s Third Quarter 2023 Earnings Call. At this time, all lines are in a listen only mode. I will now turn the conference over to Allie Summers, Investor Relations, Senior Director for Choice Hotels. Allie Summers, Investor Relations, Senior Director of Choice Hotels Good morning, and thank you |
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| November 7, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) disseminated the following communications on November 7, 2023, relating to the announcement of |
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| October 31, 2023 |
Pat Pacious President & CEO, Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. disseminated the following communication to its franchisees on October 31, 2023. Message from Choice CEO P |
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| October 27, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. disseminated the following communication to stockholders of Wyndham Hotels & Resorts, Inc. on October 27, |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3843 |
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| October 26, 2023 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 October 26, 2023 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated October 26, 2023, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, is incorporated by refe |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commiss |
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| October 25, 2023 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS THIRD QUARTER 2023 RESULTS Company Raises Full-Year 2023 EPS Outlook Grows Development Pipeline by Another 12% PARSIPPANY, N.J., October 25, 2023 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended September 30, 2023. Highlights include: •Global RevPAR grew 3% compared to third quarter 2022 in constant currency. •Sy |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
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| October 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commiss |
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| October 23, 2023 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. published the following communication on its LinkedIn page on October 23, 2023. Choice CEO @Patrick Pa |
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| October 23, 2023 |
This copy is for your personal, EX-99.1(3) Exhibit 1.3 This copy is for your personal, non-commercial use only. Distribution and use of this material are governed by our Subscriber Agreement and by copyright law. For non-personal use or to order multiple copies, please contact Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. https://www.wsj.com/ business/deals/ choice-hotels-offers-to-buy-wyndham-for-7f8-billion |
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| October 23, 2023 |
EX-99.1(2) Exhibit 1.2 Brad: Choice Hotels went public on Tuesday with its nearly $8 billion bid to buy Wyndham Hotels and Resorts after negotiations fell through previously. Wyndham’s board rejected the offer unanimously, calling it underwhelming. Yahoo Finance executive editor, Brian Sozzi, has the latest on this. Brian, take it away. Brian Sozzi: All right, thanks so much, Brad. Yes, joining us |
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| October 23, 2023 |
EX-99.1(1) Exhibit 1.1 Becky: Just out this morning. Choice Hotels making a hostile offer to buy Wyndham Hotels and Resorts, in a roughly $7.8 billion takeover that would combine two of the largest operators in the budget hotel space. Choice is offering $90 a share in cash and stock, and says that it took it’s bid public after Wyndham’s decision to disengage from talks, after six months of dialogu |
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| October 23, 2023 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateVal |
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| October 23, 2023 |
EX-99.1 Exhibit 1 |
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| October 23, 2023 |
EX-99.1(5) Exhibit 1.5 Wyndham suitor is unprepared to check in just yet No vacancy. Wyndham Hotels and Resorts is understandably demanding some room service. The budget lodging chain rejected a takeover bid from Choice Hotels International, a $10 billion entreaty its rival made public on Tuesday after months of private negotiations. Despite a 38% premium to Wyndham’s stock price back before talks |
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| October 23, 2023 |
EX-99.1(6) Exhibit 1.6 NEWS Choice Hotels aims to acquire Wyndham in $7.8 billion hostile takeover This post contains references to products from one or more of our advertisers. We may receive compensation when you click on links to those products. Terms apply to the offers listed on this page. For an explanation of our Advertising Policy, visit this page The battle of the budget hotel brands Choi |
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| October 23, 2023 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. published the following communication on its LinkedIn page on October 23, 2023. Choice CEO @Patrick Pa |
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| October 23, 2023 |
EX-99.1(4) Exhibit 1.4 Learn more about My View Following Saved Deals Wyndham rejects Choice Hotels’ $7.8 billion takeover bid By Priyamvada C k [1/2] Geoffrey Ballotti, CEO of Wyndham Hotels & Resorts, Inc. rings the opening bell at the New York Stock Exchange (NYSE) in New York City, U.S., June 5, 2023. REUTERS/Brendan McDermid/File Photo Acquire Licensing Rights Oct 17 (Reuters)—U.S. budget hot |
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| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Good morning, Moments ago, we announced a proposal to acquire the outstanding shares of Wyndham Hotels & Resorts in a cash-and-stock transac |
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| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Dear [Valued Choice Hotels Franchisee / INSERT CUSTOMARY GREETING], This morning, Choice Hotels publicly announced a proposal to acquire Wyn |
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| October 17, 2023 |
FOR INTERNAL USE ONLY, NOT FOR DISTRIBUTION Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) FOR INTERNAL USE ONLY, NOT FOR DISTRIBUTION 1. What did you announce? • We have publicly announced Choice’s proposal to acquire Wyndham Hote |
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| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) [Dear Colleagues / INSERT CUSTOMARY GREETING], This morning, Choice Hotels publicly announced a proposal to acquire Wyndham Hotels & Resorts |
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| October 17, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporat |
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| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Legal Disclaimer Forward looking-statements Information sec from nerein includes Forward looking-statements within the meaning of the securi |
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| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) LinkedIn Post Choice Hotels International’s proposed combination with Wyndham Hotels & Resorts would significantly accelerate both companies |
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| October 17, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Proposes to Acquire Wyndham Transaction Would Create a Leading Hotel Platform, Well-Positioned to Serve the Evolving Needs of the “Va |
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| July 27, 2023 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 July 27, 2023 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated July 27, 2023, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, is incorporated by reference in Re |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wyn |
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| July 26, 2023 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS SECOND QUARTER 2023 RESULTS Company Grows Development Pipeline by 10% and Global RevPAR by 7% Successfully Completes Refinancing Transaction Board Increases Share Repurchase Authorization by $400 Million PARSIPPANY, N.J., July 26, 2023 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended June 30, 2023. Highlights inc |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commission |
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| June 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-32876 A. Full title of the plan |
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| May 25, 2023 |
Exhibit 10.1 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT Fourth AMENDMENT, dated as of May 25, 2023 (this “Amendment”), to the Credit Agreement, dated as of May 30, 2018, among WYNDHAM HOTELS & RESORTS, INC., a Delaware corporation (the “Borrower”), the several lenders and letter of credit issuers from time to time party thereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as A |
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| May 25, 2023 |
WYNDHAM HOTELS & RESORTS ANNOUNCES SUCCESSFUL COMPLETION OF REFINANCING TRANSACTION Exhibit 99.1 WYNDHAM HOTELS & RESORTS ANNOUNCES SUCCESSFUL COMPLETION OF REFINANCING TRANSACTION PARSIPPANY, N.J., May 25, 2023 – Wyndham Hotels & Resorts, Inc. (NYSE: WH) (the “Company”) today announced that it successfully completed the refinancing of its previously outstanding Senior Secured Term Loan B Facility due May 2025 (the “Term Loan B due 2025”). The Company closed on a new $1.1 billion |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commission |
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| May 10, 2023 |
Exhibit 3.1 EXECUTION VERSION THIRD AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF WYNDHAM HOTELS & RESORTS, INC. Wyndham Hotels & Resorts, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: (1) The name of the Corporation is Wyndham Hotels & Resorts, Inc. The Corporation filed |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 Wyndham Hotels & Resorts, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38432 82-3356232 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 27, 2023 |
Exhibit 10.4 February 25, 2020 (Amended and Restated February 13, 2023) Lisa Checchio [] [] Dear Ms. Checchio: We are pleased to confirm the terms and conditions of your employment with Wyndham Hotels & Resorts, Inc. (the “Company”) as Chief Marketing Officer effective as of February 15, 2020 (the “Effective Date”). This position reports to the Chief Executive Officer of the Company. Your base sal |
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| April 27, 2023 |
Exhibit 10.2 AMENDED & RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of February 23, 2021 (the “Effective Date”) and further amended, solely as to Section III(B) herein, effective February 13, 2023, is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and Geoffrey Ballotti (the “Executive”) |
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| April 27, 2023 |
Exhibit 10.3 May 16, 2018 (amended and restated February 13, 2023) Paul Cash [] [] Dear Mr. Cash: We are pleased to confirm the terms and conditions of your employment with Wyndham Hotels & Resorts, Inc. (the "Company") as General Counsel effective as of June 1, 2018 (the "Effective Date"). This position reports to the Chief Executive Officer of the Company. Your base salary, paid on a biweekly ba |
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| April 27, 2023 |
Exhibit 10.5 February 15, 2020 (amended and restated February 13, 2023) Scott Strickland [] [] Dear Mr. Strickland: We are pleased to confirm the terms and conditions of your employment with Wyndham Hotels & Resorts, Inc. (the “Company”) as Chief Information Officer effective as of February 15, 2020 (the “Effective Date”). This position reports to the Chief Executive Officer of the Company. Your b |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wy |
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| April 27, 2023 |
Letter re: Unaudited Interim Financial Information Exhibit 15.1 April 27, 2023 To the Board of Directors and Stockholders of Wyndham Hotels & Resorts, Inc. 22 Sylvan Way Parsippany, New Jersey 07054 We are aware that our report dated April 27, 2023, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, is incorporated by reference in |
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| April 27, 2023 |
Form of Award Agreement for Performance Restricted Stock Units Exhibit 10.1 WYNDHAM HOTELS & RESORTS, INC. 2018 EQUITY AND INCENTIVE PLAN AWARD AGREEMENT – PERFORMANCE RESTRICTED STOCK UNITS This Award Agreement (this “Agreement”), dated as of , , is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive |
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| April 26, 2023 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG FIRST QUARTER 2023 RESULTS Company Grows Development Pipeline by 11% and Global RevPAR by 12% Raises Full-Year 2023 Outlook PARSIPPANY, N.J., April 26, 2023 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended March 31, 2023. Highlights include: •Global RevPAR grew 12% compared to first quarter 2022 in constan |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commissio |
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| March 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| February 16, 2023 |
Exhibit 10.22 February 15, 2020 Scott Strickland [] [] Dear Mr. Strickland: We are pleased to confirm the terms and conditions of your employment with Wyndham Hotels & Resorts, Inc. (the “Company”) as Chief Information Officer effective as of February 15, 2020 (the “Effective Date”). This position reports to the Chief Executive Officer of the Company. Your base salary, paid on a biweekly basis, wi |
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| February 16, 2023 |
Exhibit 10.19 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 7, 2022 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and Michele Allen (the “Executive”). WHEREAS, the Executive and the Company are parties to an Employment Agreement dated a |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38432 Wyndham Hotels & Resorts, |
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| February 16, 2023 |
Exhibit 21.1 WYNDHAM HOTELS & RESORTS, INC. SUBSIDIARIES OF THE REGISTRANT The following is a list of the subsidiaries of Wyndham Hotels & Resorts, Inc. as of December 31, 2022: Name Jurisdiction of Organization Wyndham Hotel Group, LLC Delaware La Quinta Holdings Inc. Delaware La Quinta Intermediate Holdings L.L.C. Delaware Lodge Holdco II L.L.C. Delaware La Quinta Franchising LLC Nevada Ramada W |
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| February 16, 2023 |
Exhibit 4.7 SIXTH SUPPLEMENTAL INDENTURE SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 18, 2022, among WHR Europe, Inc. and WHG Caribbean Holdings, Inc. (each, a “New Guarantor” and together, the “New Guarantors”), each a subsidiary of Wyndham Hotels & Resorts, Inc. (or its successor), a Delaware corporation (the “Company”), and U.S. Bank National Association, a |
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| February 16, 2023 |
Exhibit 4.9 WYNDHAM HOTELS & RESORTS, INC. The following summary describes the common stock, par value $0.01 per share, of Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels,” “our company,” “we,” “us,” and “our”), which are the only securities of Wyndham Hotels registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The following description is a summary and does not pu |
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| February 15, 2023 |
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS STRONG FOURTH QUARTER AND FULL-YEAR 2022 RESULTS Company Exceeds Top End of Full-Year Outlook Grows Development Pipeline by 12% Increases Quarterly Dividend by 9% and Provides Full-Year 2023 Outlook PARSIPPANY, N.J., February 15, 2023 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months and year ended December 31, 2022. Hi |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 15, 2023 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in charter) Delaware 001-38432 82-3356232 (State or other jurisdiction of incorporation) (Commis |
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| February 13, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Wyndham Hotels & Resorts, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98311A105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 9, 2023 |
WH / Wyndham Hotels & Resorts Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Wyndham Hotels & Resorts Inc. Title of Class of Securities: Common Stock CUSIP Number: 98311A105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i |
