Use these links to rapidly review the document
TABLE OF CONTENTS

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.           )

Table of Contents

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

NOTICE OF 2020 ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT

Table of Contents

Wyndham Hotels & Resorts, Inc.
22 Sylvan Way
Parsippany, New Jersey 07054

[             ], 2020

Dear Fellow Stockholder:

On behalf of the entire Board, we are pleased to invite you to attend the 2020 annual meeting of stockholders to be held on Tuesday, May 12, 2020. The meeting will start at 11:30 a.m. Eastern Time at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

We accomplished a tremendous amount in 2019, capping off the year by delivering solid rooms growth, revenue growth, adjusted EBITDA* and adjusted diluted EPS* growth and continuing to return capital to you by repurchasing 4.5 million of our shares and paying cash dividends of $112 million. We could not be prouder of all of our team members who were critical to our accomplishment of key strategic goals in 2019, including completion of the integration of La Quinta and driving quality net rooms growth, all the while remaining focused on growing our business.

We also took steps in furtherance of our commitment to fostering a values-driven culture and to being a socially responsible partner in the communities where we live, work and serve, and we were recognized for our efforts. From launching our first ever green certification program for owners and operators, to working with our industry to stop human trafficking, to being named by Ethisphere as one of the World's Most Ethical Companies in 2019 and 2020, to earning our second perfect score in the Human Rights Campaign's Best Places to Work for LGBTQ Equality in 2020 – we could not have achieved this without the support and dedication of our team members worldwide.

In August 2019, The Right Honourable Brian Mulroney retired from our Board of Directors after nearly twenty-two years with Wyndham Hotels and its predecessors, and we thank him for his dedication, guidance and leadership during his tenure with us. In connection with Mr. Mulroney's retirement, we welcomed Ronald L. Nelson to the Board, whose significant leadership, experience and expertise further enhance the depth of our talented Board.

As described in the accompanying proxy statement, our Compensation Committee works to ensure that executive pay and performance are appropriately aligned to incentivize management to increase stockholder value.

We encourage you to read the proxy statement carefully for more information. Your vote is very important. Whether or not you plan to attend the 2020 annual meeting, please cast your vote as soon as possible. We look forward to continuing our dialogue in the future and we, along with our outstanding executive team and approximately 14,200 team members worldwide, remain committed to creating even greater value for you.

Very truly yours,

Stephen P. Holmes Chairman of the Board		Geoffrey A. Ballotti President and Chief Executive Officer

*

Please see Appendix A to the proxy statement for information on non-GAAP reconciliations and cautionary language regarding forward-looking statements.

Table of Contents

WYNDHAM HOTELS & RESORTS, INC.

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

[       ], 2020

Purposes of the meeting:

•

to elect three Class II Directors for a term expiring at the 2021 annual meeting, with each Director to serve until such Director's successor is elected and qualified or until such Director's earlier resignation, retirement, disqualification or removal;

•

to vote on amendments to our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to eliminate supermajority voting requirements relating to (a) amendments to our Certificate of Incorporation and Amended and Restated By-Laws ("By-Laws") and (b) the removal of Directors;

•

to vote on an advisory resolution to approve our executive compensation program;

•

to vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2020; and

•

to transact any other business that may be properly brought before the meeting or any adjournment or postponement of the meeting.

The matters specified for voting above are more fully described in the attached proxy statement. Only our stockholders of record at the close of business on March 17, 2020 will be entitled to notice of and to vote at the meeting and any adjournments or postponements for which no new record date is set.

Who may attend the meeting:

Only stockholders, persons holding proxies from stockholders, invited representatives of the media and financial community and other guests of Wyndham Hotels & Resorts, Inc. may attend the meeting.

What to bring:

All persons attending the meeting must bring photo identification such as a valid driver's license or passport for purposes of personal identification. If you are a stockholder of record, you will also need to bring your Notice, proxy card or proof of your stock ownership as of the record date.

Table of Contents

If your shares are held in the name of a broker, trust, bank or other nominee, you will also need to bring a proxy, letter or recent account statement from that broker, trust, bank or nominee that confirms that you are the beneficial owner of those shares.

Record Date:

March 17, 2020 is the record date for the meeting. This means that owners of Wyndham Hotels & Resorts, Inc. common stock at the close of business on that date are entitled to:

•

receive notice of the meeting; and

•

vote at the meeting and any adjournments or postponements of the meeting for which no new record date is set.

Information About the Notice of Internet Availability of Proxy Materials:

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to all of our stockholders, we provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about [       ], 2020, we will begin mailing a Notice to all stockholders as of March 17, 2020, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Householding Information:

We have adopted a procedure approved by the Securities and Exchange Commission called householding. Under this procedure, stockholders of record who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the Notices for all stockholders having that address. The Notice for each stockholder will include that stockholder's unique control number needed to vote his or her shares. This procedure will reduce our printing costs and postage fees.

If you do not wish to participate in householding and prefer to receive your Notice in a separate envelope, please contact Broadridge Financial Solutions by calling their toll-free number at (866) 540-7095 or through Broadridge Financial Solutions, Attn.: Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

For those stockholders who have the same address and last name and who request to receive a printed copy of the proxy materials by mail, we will send only one copy of such materials to each address unless one or more of those stockholders notifies us, in the same manner described above, that they wish to receive a printed copy for each stockholder at that address.

Beneficial stockholders may request information about householding from their banks, brokers or other holders of record.

Proxy Voting:

Your vote is important. Please vote your proxy promptly so your shares are represented, even if you plan to attend the annual meeting. You may vote by Internet, by telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You may also vote in person at the annual meeting.

Our proxy tabulator, Broadridge Financial Solutions, must receive any proxy that will not be delivered in person at the annual meeting by 11:59 p.m. Eastern Time on Monday, May 11, 2020. If you have shares of common stock credited to your account under the Wyndham Hotel Group Employee Savings Plan, the trustee must receive your voting instructions by 11:59 p.m. Eastern Time on Thursday, May 7, 2020.

		By order of the Board of Directors,
		Paul F. Cash Corporate Secretary

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

WYNDHAM HOTELS & RESORTS, INC.

PROXY STATEMENT

The enclosed proxy materials are provided to you at the request of the Board of Directors of Wyndham Hotels & Resorts, Inc. (the "Board") to encourage you to vote your shares at our 2020 annual meeting of stockholders. This proxy statement contains information on matters that will be presented at the meeting and is provided to assist you in voting your shares. References in this proxy statement to "we," "us," "our," "Wyndham Hotels" and the "Company" refer to Wyndham Hotels & Resorts, Inc. and our consolidated subsidiaries.

References in this proxy statement to "Wyndham Worldwide" refer to Wyndham Worldwide Corporation and its consolidated subsidiaries prior to the consummation of the spin-off. References to "Wyndham Destinations" refer to Wyndham Destinations, Inc. and its consolidated subsidiaries. References to the "spin-off" refer to the spin-off completed by Wyndham Worldwide effective June 1, 2018 resulting in its principal businesses becoming two separate, publicly traded companies, Wyndham Hotels and Wyndham Destinations.

Our Board made these materials available to you over the Internet or, upon your request, mailed you printed versions of these materials in connection with our 2020 annual meeting. We will mail a Notice of Internet Availability of Proxy Materials ("Notice") to our stockholders beginning on or about [             ], 2020 and will post our proxy materials on our website referenced in the Notice on that same date. We are, on behalf of our Board, soliciting your proxy to vote your shares at our 2020 annual meeting. We solicit proxies to give all stockholders of record an opportunity to vote on matters that will be presented at the annual meeting.

FREQUENTLY ASKED QUESTIONS

When and where will the annual meeting be held?

The annual meeting will be held on Tuesday, May 12, 2020 at 11:30 a.m. Eastern Time at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

What am I being asked to vote on at the meeting?

You are being asked to vote on the following:

•

the election of three Class II Directors for a term expiring at the 2021 annual meeting of stockholders, with each Director to serve until such Director's successor is elected and qualified or until such Director's earlier resignation, retirement, disqualification or removal;

•

the amendment of our Certificate of Incorporation to eliminate supermajority voting requirements relating to (a) the amendment of our Certificate of Incorporation and By-Laws and (b) the removal of Directors;

•

the advisory approval of our executive compensation program;

•

the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2020; and

•

to transact any other business that may be properly brought before the meeting or any adjournment or postponement of the meeting.

1

Table of Contents

We are not aware of any other matters that will be brought before the stockholders for a vote at the annual meeting. If any other matters are properly presented for a vote, the individuals named as proxies will have discretionary authority to the extent permitted by law to vote on such matters according to their best judgment.

Who may vote and how many votes does a stockholder have?

All holders of record of our common stock as of the close of business on March 17, 2020 (the "record date") are entitled to vote at the meeting. Each stockholder will have one vote for each share of our common stock held as of the close of business on the record date. As of the record date, [             ] shares of our common stock were outstanding. There is no cumulative voting and the holders of our common stock vote together as a single class.

How many votes must be present to hold the meeting?

The holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting, or [    ·    ] shares, also known as a quorum, must be present in person or by proxy at the meeting in order to constitute a quorum necessary to conduct the meeting. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting.

We urge you to vote by proxy even if you plan to attend the meeting so that we will know as soon as possible that a quorum has been achieved.

What is a broker non-vote?

A broker non-vote occurs when a broker or other nominee submits a proxy that states that the broker does not vote for some of the proposals because the broker has not received instructions from the beneficial owner on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions.

How do I vote?

Even if you plan to attend the meeting you are encouraged to vote by proxy.

If you are a stockholder of record, also known as a registered stockholder, you may vote in one of the following ways:

•

by telephone by calling the toll-free number (800) 690-6903 (have your Notice or proxy card in hand when you call);

•

by Internet at http://www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

•

if you received (or requested and received) a printed copy of the annual meeting materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

•

in person at the annual meeting (please see below under How do I attend the meeting?).

If your shares are registered in the name of a bank, broker or other nominee, follow the proxy instructions on the form you receive from the bank, broker or other nominee. You may also vote in person at the annual meeting – please see below under How do I attend the meeting?

2

Table of Contents

When you vote by proxy, your shares will be voted according to your instructions. If you sign your proxy card or vote by Internet or by telephone but do not specify how you want your shares to be voted, they will be voted as the Board recommends.

What if I am a participant in the Wyndham Hotel Group Employee Savings Plan?

For participants in the Wyndham Hotel Group Employee Savings Plan with shares of our common stock credited to their accounts, voting instructions for the trustees of the plan are also being solicited through this proxy statement. In accordance with the provisions of the plan, the trustee will vote shares of our common stock in accordance with instructions received from the participants to whose accounts the shares are credited. If you do not instruct the plan trustee on how to vote the shares of our common stock credited to your account, the trustee will vote those shares in proportion to the shares for which instructions are received.

How does the Board recommend that I vote?

The Board recommends the following votes:

•

FOR the election of each of the Director nominees,

•

FOR each of the proposals to amend our Certificate of Incorporation to eliminate supermajority voting requirements,

•

FOR the advisory approval of our executive compensation program, and

•

FOR the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2020.

How many votes are required to approve each proposal?

In the election of Directors, Directors are elected by a majority of the votes cast at the annual meeting, meaning that the number of shares voted "for" a Director must exceed the number of shares withheld from such Director's election. Abstentions and broker non-votes will have no effect on the outcome of the vote.

For each of the proposals to amend our Certificate of Incorporation, the affirmative vote of the holders of 80% of the outstanding shares of our common stock entitled to vote at the meeting will be required for approval. Abstentions and broker non-votes will have the effect of a vote against these proposals.

For each of the other proposals, the affirmative vote of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote on the proposal will be required for approval. Abstentions will have the effect of a vote against any of these proposals. Broker non-votes will have no effect on the outcome of these proposals.

If your shares are registered in the name of a bank, broker or other financial institution and you do not give your broker or other nominee specific voting instructions for your shares, under the rules of the New York Stock Exchange ("NYSE"), your record holder has discretion to vote your shares on the ratification of auditor proposal but does not have discretion to vote your shares on any of the other proposals. Your broker, bank or other financial institution will not be permitted to vote on your behalf on the election of Director nominees, the amendments to the Certificate of Incorporation or the advisory vote on executive compensation unless you provide specific instructions before the date of the annual meeting by completing and returning the voting instruction or proxy card or following the instructions provided to you to vote your shares by telephone or the Internet.

3

Table of Contents

How do I attend the meeting?

You must bring with you a photo identification such as a valid driver's license or passport for personal identification. If you are a stockholder of record, you will need to bring your Notice, proxy card or proof of your stock ownership as of the record date.

If your shares are held in the name of a broker, trust, bank or other nominee, you will also need to bring a proxy, letter or recent account statement from that broker, trust, bank or nominee that confirms that you are the beneficial owner of those shares.

Can I change or revoke my vote?

You may change or revoke your proxy at any time prior to voting at the meeting by submitting a later dated proxy, by entering new instructions by Internet or telephone, by giving timely written notice of such change or revocation to the Corporate Secretary or by attending the meeting and voting in person and requesting that your prior proxy not be used.

How are proxies solicited?

We retained Innisfree M&A Incorporated to advise and assist us in soliciting proxies at a cost of $20,000 plus reasonable expenses. Proxies may also be solicited by our Directors, officers and employees personally, by mail, telephone or electronic means. We will pay all costs relating to the solicitation of proxies. We will also reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses in forwarding proxy materials to beneficial owners of our common stock.

How do I make a stockholder proposal for the 2021 meeting?

Stockholders interested in presenting a proposal for inclusion in our proxy statement and proxy relating to our 2021 annual meeting may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). To be eligible for inclusion in next year's proxy statement, stockholder proposals must be received by the Corporate Secretary at our principal executive offices no later than the close of business on December [             ], 2020.

In general, any stockholder proposal to be considered at next year's annual meeting but not included in the proxy statement must be submitted in accordance with the procedures set forth in our By-Laws. Notice of any such proposal must be submitted in writing to and received by the Corporate Secretary at our principal executive offices not earlier than January 12, 2021 and not later than February 11, 2021. However, if the date of the 2021 annual meeting is not within 30 days before or after May 12, 2021 then a stockholder will be able to submit a proposal for consideration at the annual meeting not later than the close of business on the 10th day following the day on which public disclosure of the date of the annual meeting is made or such notice of the date of such annual meeting was mailed whichever occurs first. Our By-Laws require that such notice be updated as necessary as of specified dates prior to the annual meeting. Any notification to bring any proposal before an annual meeting must comply with the requirements of our By-Laws as to proper form. A stockholder may obtain a copy of our By-Laws on our investor website, www.investor.wyndhamhotels.com under the Corporate Governance/Governance Documents page, or by writing to our Corporate Secretary.

Stockholders may also nominate Directors for election at an annual meeting. To nominate a Director stockholders must comply with provisions of applicable law and our By-Laws. The Corporate Governance Committee will also consider stockholder recommendations for candidates to the Board sent to the Committee c/o the Corporate Secretary. See below under Director Nomination Process for information regarding nomination or recommendation of a Director.

4

Table of Contents

GOVERNANCE OF THE COMPANY

Strong corporate governance is an integral part of our core values. Our Board is committed to having sound corporate governance principles and practices. Please visit our investor website at www.investor.wyndhamhotels.com under the Corporate Governance/Governance Documents page, which can be reached by clicking on the Corporate Governance link, followed by the Governance Documents link, for the Board's Corporate Governance Guidelines and Director Independence Criteria, the Board-approved charters for the Audit, Compensation and Corporate Governance Committees and related information. These guidelines and charters may also be obtained by writing to our Corporate Secretary at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

Corporate Governance Guidelines

Our Board adopted Corporate Governance Guidelines that, along with the charters of the Board Committees, Director Independence Criteria and Code of Business Conduct and Ethics for Directors, provide the framework for our governance. The governance rules for companies listed on the NYSE and those contained in the Securities and Exchange Commission (the "SEC") rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically. The Corporate Governance Guidelines are available on the Corporate Governance/Governance Documents page of our investor website at www.investor.wyndhamhotels.com.

Director Independence Criteria

The Board adopted the Director Independence Criteria set out below for its evaluation of the materiality of Director relationships with us. The Director Independence Criteria contain independence standards that exceed the independence standards specified in the listing standards of the NYSE. The Director Independence Criteria are available on the Corporate Governance/Governance Documents page of our investor website at www.investor.wyndhamhotels.com.

A Director who satisfies all of the following criteria shall be presumed to be independent under our Director Independence Criteria:

•

Wyndham Hotels does not currently employ and has not within the last three years employed the Director or any of his or her immediate family members (except in the case of immediate family members, in a non-executive officer capacity).

•

The Director is not currently and has not within the last three years been employed by Wyndham Hotels' present auditors nor has any of his or her immediate family members been so employed (except in a non-professional capacity not involving Wyndham Hotels' business).

•

Neither the Director nor any of his or her immediate family members is or has been within the last three years part of an interlocking directorate in which an executive officer of Wyndham Hotels serves on the compensation or equivalent committee of another company that employs the Director or his or her immediate family member as an executive officer.

•

The Director is not a current employee nor is an immediate family member a current executive officer of a company that has made payments to or received payments from Wyndham Hotels for property or services in an amount in any of the last three fiscal years exceeding the greater of $750,000 or 1% of such other company's consolidated gross revenues.

•

The Director currently does not have and has not had within the past three years a personal services contract with Wyndham Hotels or its executive officers.

5

Table of Contents

•

The Director has not received and the Director's immediate family member has not received during any twelve-month period within the last three years more than $100,000 in direct compensation from Wyndham Hotels other than Board fees.

•

The Director is not currently an officer or director of a foundation or other non-profit organization to which Wyndham Hotels within the last three years gave directly or indirectly through the provision of services more than the greater of 2% of the consolidated gross revenues of such organization during any single fiscal year or $1,000,000.

Guidelines for Determining Director Independence

Our Corporate Governance Guidelines and Director Independence Criteria provide for director independence standards that meet or exceed those of the NYSE. Our Board is required under NYSE rules to affirmatively determine that each independent Director has no material relationship with Wyndham Hotels other than as a Director.

In accordance with these standards and criteria, the Board undertook its annual review of the independence of its Directors. During this review, the Board considered whether there are any relationships or related party transactions between each Director, any member of his or her immediate family or other affiliated entities and us and our subsidiaries. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.

The Board follows a number of procedures to review related party transactions. We maintain a written policy governing related party transactions that requires Board approval of related party transactions exceeding $120,000. Each Board member answers a questionnaire designed to disclose conflicts and related party transactions. We also review our internal records for related party transactions. Based on a review of these standards and materials, none of our independent Directors had or has any relationship with us other than as a Director.

As a result of its review, the Board affirmatively determined that the following Directors are independent of us and our management as required by the NYSE listing standards and the Director Independence Criteria: Myra J. Biblowit, James E. Buckman, Bruce B. Churchill, Mukul V. Deoras, Ronald L. Nelson and Pauline D.E. Richards.

Committees of the Board

The following describes our Board committees and related matters. The composition of the committees is provided immediately after.

Audit Committee

Responsibilities include:

•

appoints our independent registered public accounting firm to perform an integrated audit of our consolidated financial statements and internal control over financial reporting;

•

pre-approves all services performed by our independent registered public accounting firm;

•

provides oversight on the external reporting process and the adequacy of our internal controls;

•

reviews the scope, planning, staffing and budgets of the audit activities of the independent registered public accounting firm and our internal auditors;

6

Table of Contents

•

reviews services provided by our independent registered public accounting firm and other disclosed relationships as they bear on the independence of our independent registered public accounting firm and provides oversight on hiring policies with respect to employees or former employees of the independent auditor; and

•

maintains procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls and auditing matters.

All members of the Audit Committee are independent Directors under the Board's Director Independence Criteria and applicable regulatory and listing standards. The Board in its business judgment determined that each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements in accordance with applicable listing standards. The Board also determined that Bruce B. Churchill, Ronald L. Nelson and Pauline D.E. Richards are audit committee financial experts within the meaning of applicable SEC rules.

The Audit Committee Charter is available on the Corporate Governance/Governance Documents page of our investor website at www.investor.wyndhamhotels.com.

Audit Committee Report

The Audit Committee of the Board of Directors assists the Board in fulfilling its oversight responsibilities for the external financial reporting process and the adequacy of Wyndham Hotels' internal controls. Specific responsibilities of the Audit Committee are set forth in the Audit Committee Charter adopted by the Board. The Charter is available on the Corporate Governance/Governance Documents page of our investor website at www.investor.wyndhamhotels.com.

The Audit Committee is comprised of five Directors, all of whom meet the standards of independence adopted by the NYSE and the SEC. The Audit Committee appoints, compensates and oversees the services performed by Wyndham Hotels' independent registered public accounting firm. The Audit Committee approves in advance all services to be performed by Wyndham Hotels' independent registered public accounting firm in accordance with SEC rules and the Audit Committee's established policy for pre-approval of all audit services and permissible non-audit services, subject to the de minimis exceptions for non-audit services.

Management is responsible for Wyndham Hotels' financial reporting process including our system of internal controls and for the preparation of consolidated financial statements in compliance with generally accepted accounting principles, applicable laws and regulations. In addition, management is responsible for establishing, maintaining and assessing the effectiveness of Wyndham Hotels' internal control over financial reporting. Deloitte & Touche LLP ("Deloitte"), Wyndham Hotels' independent registered public accounting firm, is responsible for expressing an opinion on Wyndham Hotels' consolidated financial statements and the effectiveness of Wyndham Hotels' internal control over financial reporting. The Audit Committee reviewed and discussed Wyndham Hotels' 2019 Annual Report on Form 10-K, including the audited consolidated financial statements of Wyndham Hotels for the year ended December 31, 2019, with management and Deloitte. It is not the Audit Committee's duty or responsibility to conduct auditing or accounting reviews or procedures.

The Audit Committee also discussed with Deloitte matters required to be discussed by applicable standards and rules of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC. The Audit Committee also received the written disclosures and the letter from Deloitte required by applicable standards and rules of the PCAOB, including those required by Auditing Standard No. 1301, Communications with Audit Committees, and the SEC regarding Deloitte's communications with the Audit Committee concerning independence, and discussed with Deloitte its independence.

7

Table of Contents

The Audit Committee also considered whether the permissible non-audit services provided by Deloitte to Wyndham Hotels are compatible with Deloitte maintaining its independence. The Audit Committee satisfied itself as to the independence of Deloitte.

Based on the Audit Committee's review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Wyndham Hotels' Annual Report on Form 10-K for the year ended December 31, 2019.

AUDIT COMMITTEE

Pauline D.E. Richards (Chair)
James E. Buckman
Bruce B. Churchill
Mukul V. Deoras
Ronald L. Nelson

Compensation Committee

Responsibilities include:

•

provides oversight on our executive compensation program consistent with corporate objectives and stockholder interests;

•

reviews and approves Chief Executive Officer ("CEO") and other senior management compensation;

•

approves grants of long-term incentive awards and our senior executives' annual incentive compensation under our compensation plans; and

•

reviews and considers the independence of advisers to the Committee.

For additional information regarding the Compensation Committee's processes and procedures see below under Executive Compensation – Compensation Discussion and Analysis – Compensation Committee Matters.

All members of the Compensation Committee are independent Directors under the Board's Director Independence Criteria and applicable regulatory and listing standards.

The Compensation Committee Report is provided below under Executive Compensation. The Compensation Committee Charter is available on the Corporate Governance/Governance Documents page on our investor website at www.investor.wyndhamhotels.com.

Compensation Committee Interlocks and Insider Participation

During 2019, Ms. Biblowit, Mr. Buckman and Mr. Churchill served on our Compensation Committee. The Right Honourable Brian Mulroney also served on the Compensation Committee until his retirement on August 13, 2019. There are no compensation committee interlocks between Wyndham Hotels and other entities involving our executive officers and Directors.

Corporate Governance Committee

Responsibilities include:

•

recommends to the Board nominees for election to the Board;

8

Table of Contents

•

reviews principles, policies and procedures affecting Directors and the Board's operation and effectiveness;

•

provides oversight on the evaluation of the Board and its effectiveness; and

•

reviews and makes recommendations on Director compensation.

All members of the Corporate Governance Committee are independent Directors under the Board's Director Independence Criteria and applicable regulatory and listing standards.

The Corporate Governance Committee Charter is available on the Corporate Governance/Governance Documents page on our investor website at www.investor.wyndhamhotels.com.

Executive Committee

The Executive Committee may exercise all of the authority of the Board when the Board is not in session, except that the Executive Committee does not have the authority to take any action which legally or under our internal governance policies may be taken only by the full Board.

Committee Membership

The following chart provides the current committee membership and the number of meetings that each committee held during 2019.

The Board held four meetings during 2019. Each Director attended at least 75% of the meetings of the Board and the committees of the Board on which the Director served while in office.

Directors fulfill their responsibilities not only by attending Board and committee meetings but also through communication with the Non-Executive Chairman, Lead Director, CEO and other members of management relative to matters of interest and concern to Wyndham Hotels.

9

Table of Contents

Board Leadership Structure

Under our current Board leadership structure, the roles of Chairman and CEO are held by two different individuals. Mr. Holmes, the former CEO of Wyndham Worldwide, serves as our Non-Executive Chairman, while Mr. Ballotti serves as our President and CEO. The Board believes that Mr. Holmes is able to serve as a highly effective Non-Executive Chairman due to his strong leadership skills and his extensive knowledge of our operations and the markets in which we compete. As the former CEO of Wyndham Worldwide, Mr. Holmes is not independent under NYSE rules. Therefore, we also appointed an independent Lead Director to ensure that Wyndham Hotels benefits from effective independent oversight as described below under Lead Director.

One of the key responsibilities of the Board is to review our strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes that the separation of the roles of the Chairman and the CEO is in the best interests of stockholders at this time because it allows our CEO to focus on the execution of our business strategy, growth and development, while our Non-Executive Chairman oversees our Board. In addition, our independent Lead Director provides us with independent oversight as further described below.

Lead Director

Mr. Buckman, an independent Director, has served as the Board's Lead Director since August 2019. The Right Honourable Brian Mulroney previously served in this role until his retirement from the Board on August 13, 2019. The Lead Director acts as a liaison with the Non-Executive Chairman in consultation with the other Directors; chairs executive sessions of the independent Directors and provides feedback to the Non-Executive Chairman; chairs meetings of the Board in the absence of the Non-Executive Chairman; and reviews in advance and consults with the Non-Executive Chairman regarding the schedule and agenda for all Board meetings as well as the materials distributed to Directors in connection with such meetings.

Oversight of Risk Management

The Board has an active role, as a whole and at the committee level, in providing oversight with respect to management of our risks. The Board focuses on the most significant risks facing us and our general risk management strategy and seeks to ensure that risks undertaken by us are consistent with a level of risk that is appropriate for our Company and aligned with the achievement of our business objectives and strategies.

The Board regularly reviews information regarding risks associated with our finances, credit and liquidity; our business, operations and strategy; legal, regulatory and compliance matters; and reputational exposure. The Audit Committee provides oversight on our programs for risk assessment and risk management, including with respect to financial accounting and reporting, internal audit services, information technology, cybersecurity and compliance. The Compensation Committee provides oversight on our assessment and management of risks relating to our executive compensation. The Corporate Governance Committee provides oversight on our management of risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for providing oversight with respect to the management of risks, the entire Board is regularly informed about our risks through committee reports and management presentations.

While the Board and the committees provide oversight with respect to our risk management, our CEO and other senior management are primarily responsible for day-to-day risk management analysis and mitigation and report to the full Board or the relevant committee regarding risk management. Our leadership structure, with Mr. Holmes serving as our Non-Executive Chairman and with Mr. Ballotti

10

Table of Contents

serving as a Director, enhances the Board's effectiveness in risk oversight due to their extensive knowledge of our industry, business and operations and facilitates the Board's oversight of key risks. We believe this division of responsibility and leadership structure is the most effective approach for addressing our risk management.

Executive Sessions of Non-Management and Independent Directors

The Board meets regularly without any members of management present. Our Lead Director presides at these sessions. Our independent Directors also meet in executive session at least twice per year. The Lead Director chairs these sessions of independent directors.

Communications with the Board and Directors

Stockholders and other parties interested in communicating directly with the Board, our non-management Directors as a group, our independent Directors as a group or any individual Director may do so by writing our Corporate Secretary at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054. Prior to forwarding any correspondence, the Corporate Secretary will review it and in his discretion will not forward correspondence deemed to be of a commercial nature or otherwise not appropriate for review by the Directors.

Director Attendance at Annual Meeting of Stockholders

As provided in the Board's Corporate Governance Guidelines, Directors are expected to attend our annual meeting absent exceptional cause. We expect that all of our current Directors will attend our 2020 annual meeting.

Code of Business Conduct and Ethics

The Board maintains a Code of Business Conduct and Ethics for Directors with ethics guidelines specifically applicable to Directors. In addition, we maintain Business Principles applicable to all our associates, including our CEO, Chief Financial Officer ("CFO") and Chief Accounting Officer.

We will disclose on our website any amendment to or waiver from a provision of our Business Principles or Code of Business Conduct and Ethics for Directors as may be required and within the time period specified under applicable SEC and NYSE rules. The Code of Business Conduct and Ethics for Directors and our Business Principles are available on the Corporate Governance/Governance Documents page of our investor website at www.investor.wyndhamhotels.com. Copies of these documents may also be obtained free of charge by writing to our Corporate Secretary.

Director Nomination Process

Role of Corporate Governance Committee.    The Corporate Governance Committee is responsible for recommending the Director nominees for election to the Board. The Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board when considering potential candidates to serve on the Board. Nominees for Director are selected on the basis of their depth and breadth of experience, skills, wisdom, integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to Board duties.

The Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Corporate Governance Committee does not have a formal policy with respect to diversity;

11

Table of Contents

however, the Board and the Corporate Governance Committee believe that it is essential that the Board members represent diverse viewpoints. In considering candidates for the Board, the Corporate Governance Committee considers the entirety of each candidate's credentials in the context of these standards. For the nomination of continuing Directors for re-election, the Corporate Governance Committee also considers the individual's contributions to the Board.

All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of large organizations as well as extensive board experience. Certain individual qualifications, experience and skills of our Directors that led the Board to conclude that each nominee or Director should serve as our Director are described below under Election of Directors.

Identification and Evaluation Process.    The process for identifying and evaluating nominees to the Board is initiated by identifying a candidate who meets the criteria for selection as a nominee and has the specific qualities or skills being sought based on input from members of the Board and, if the Corporate Governance Committee deems appropriate, a third-party search firm. These candidates will be evaluated by the Corporate Governance Committee by reviewing the candidates' biographical information and qualifications and checking the candidates' references. Qualified nominees will be interviewed by at least one member of the Corporate Governance Committee. Using the input from the interview and other information it obtains, the Corporate Governance Committee evaluates whether the prospective candidate is qualified to serve as a Director and whether the Corporate Governance Committee should recommend to the Board that the Board nominate the prospective candidate for election by the stockholders or to fill a vacancy on the Board. Mr. Nelson was appointed to the Board following Mr. Mulroney's retirement in August 2019. Mr. Nelson was recommended as a nominee by our Chairman and our Corporate Governance Committee.

Stockholder Recommendations of Nominees.    The Corporate Governance Committee will consider written recommendations from stockholders for nominees for Director. Recommendations should be submitted to the Corporate Governance Committee, c/o the Corporate Secretary, and include at least the following: name of the stockholder and evidence of the person's ownership of our common stock, number of shares owned and the length of time of ownership, name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Director and the person's consent to be named as a Director if selected by the Corporate Governance Committee and nominated by the Board. To evaluate nominees for Directors recommended by stockholders, the Corporate Governance Committee intends to use a substantially similar evaluation process as described above.

Stockholder Nominations and By-Law Procedures.    Our By-Laws establish procedures pursuant to which a stockholder may nominate a person for election to the Board. Our By-Laws are posted on our investor website under Corporate Governance/Governance Documents at www.investor.wyndhamhotels.com. To nominate a person for election to the Board, a stockholder must submit a notice containing all information required by our By-Laws regarding the Director nominee and the stockholder and any associated persons making the nomination, including name and address, number of shares owned, a description of any additional interests of such nominee or stockholder and certain representations regarding such nomination. Our By-Laws require that such notice be updated as necessary as of specified dates prior to the annual meeting. We may require any proposed nominee to furnish such other information as we may require to determine his or her eligibility to serve as a Director. Such notice must be accompanied by the proposed nominee's consent to being named as a nominee and to serve as a Director if elected.

To nominate a person for election to the Board at our annual meeting, written notice of a stockholder nomination must be delivered to our Corporate Secretary not less than 90 nor more than 120 days prior to the anniversary date of the prior year's annual meeting. However, if our annual meeting is advanced or delayed by more than 30 days from the anniversary date of the previous year's meeting, a stockholder's written notice will be timely if it is delivered by no later than the close of business on the 10th day following the day on which public disclosure of the date of the annual meeting is made or

12

Table of Contents

the notice of the date of the annual meeting was mailed, whichever occurs first. Our By-Laws require that any such notice be updated as necessary as of specified dates prior to the annual meeting. A stockholder may make nominations of persons for election to the Board at a special meeting if the stockholder delivers written notice to our Corporate Secretary not later than the close of business on the 10th day following the day on which public disclosure of the date such special meeting was made or notice of such special meeting was mailed, whichever occurs first. At a special meeting of stockholders, only such business may be conducted as shall have been brought before the meeting under our notice of meeting.

Compensation of Directors

Non-management Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the interests of stockholders. A management Director receives no additional compensation for Board service. The following are certain highlights of our Director compensation program:

•

Emphasis on equity to align Director compensation with our stockholders' long-term interests

•

Annual time-based restricted stock unit ("RSU") grants subject to 4-year vesting

•

Opportunity to defer all cash and equity compensation in the form of deferred stock units ("DSUs") under our deferred compensation plan which are not paid out until the Director's retirement from the Board

•

For 2020, 100% of our non-management Directors elected to receive a portion of their total compensation in DSUs to further align their interests with our stockholders for the long term.

•

Limit on annual equity grants under our stockholder-approved equity incentive plan

•

No fees paid per meeting

•

No retirement benefits

•

Robust stock ownership guidelines

Overview.    Our Directors play a critical and active role in overseeing the management of our Company and guiding our strategic direction. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. The time commitment and the many responsibilities and risks of being a director of a public company of our size and profile require that we provide reasonable compensation that is competitive among our peers and commensurate with our Directors' qualifications, responsibilities and workload. Our non-management directors are compensated based on their specific Board responsibilities, including service as Board Chairman, Lead Director, or Chair or member of key Board committees. Our Board is made up of 8 members total, with 6 independent Directors. All of our independent Directors serve on more than one committee. Our director compensation program is designed to reasonably compensate our non-employee directors for their significant responsibilities, expected time commitment and qualifications.

Peer Review.    In November 2018, the Rewards Solutions practice at Aon plc ("Aon") was engaged to conduct an independent review of our non-management Director compensation program. For this review, Aon used the peer group described below in the Compensation Discussion and Analysis under "Compensation Review and Benchmarking – 2019 Peer Review." The following elements were examined as part of this review: annual board retainers in the form of cash and equity, retainers for

13

Table of Contents

chairman and committee service, and prevalence of program features such as non-executive chairman and lead director pay, other compensation in the form of perquisites and benefits, and governance policies such as stock ownership guidelines and stock hedging/pledging. The Committee reviewed the peer group data prepared by our compensation consultant that presented annual retainer fees, average committee pay, and annual equity award value at the 25^th, 50^th and 75^th percentiles and determined that the average total direct compensation of our Directors was aligned with the philosophy of targeting the top quartile of the peer group. Based on peer group data regarding our overall Director compensation program, it was also determined that the value provided from the Company's current Director compensation program is aligned competitively with our peer group and that our program features are consistent with the structure of programs offered by our peers. Upon the recommendation of Aon, the Committee determined not to make any changes to our non-management Director compensation program for 2019, with the exception of reducing the grant date value of the annual equity grant from $150,000 to $100,000 for 2019 to align with pre-spin-off levels of compensation.

Annual Retainer Fees.    The table below describes 2019 annual retainer and committee chair and membership fees for non-management Directors. Our Directors do not receive additional fees for attending Board or committee meetings.

The annual Director retainer and committee chair and membership fees are paid on a quarterly basis, 50% in cash and 50% in Wyndham Hotels stock. The requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our stockholders. The number of shares of stock issued is based on our stock price on the quarterly determination date. Directors may elect to receive the stock-based portion of their fees in the form of common stock or DSUs.

A DSU entitles the Director to receive one share of common stock following the Director's retirement or termination of service from the Board for any reason and is credited with dividend equivalents during the deferral period in the form of additional DSUs. The Director may not sell or receive value from any DSU prior to termination of service. Directors may also elect to defer any cash-based compensation or vested RSUs in the form of DSUs under our Non-Employee Director Deferred Compensation Plan.

Annual Equity Grant.    In February 2019, each non-management Director of Wyndham Hotels was awarded a grant of time-vesting RSUs with a grant date fair value of $100,000 which vests in equal annual increments over a four-year period. RSUs are credited with dividend equivalents subject to the same vesting restrictions as the underlying units.

Benefits and Other Compensation.    We provide up to a three-for-one Company match of a non-management Director's qualifying charitable contributions up to a Company contribution of $75,000 per year from Wyndham Hotels directly to that charitable organization, supporting our core value of caring for our communities.

14

Table of Contents

We maintain a policy to provide our non-management Directors annually with 500,000 Wyndham Rewards Points. These Wyndham Rewards Points have an approximate value of $6,500 and may be redeemed for numerous rewards options including stays at Wyndham properties. This benefit provides our Directors with ongoing, first-hand exposure to our properties and operations, furthering their understanding and evaluation of our business. Directors are permitted to hold up to a maximum of 1,000,000 Wyndham Rewards Points under this policy and for this reason may be granted fewer than 500,000 points in a given year.

Letter Agreement with Mr. Holmes.    In connection with his appointment as Non-Executive Chairman of the Board in June 2018, we entered into a letter agreement with Mr. Holmes, which provides him with an annual retainer of $320,000 payable 50% in cash and 50% in our equity as described above, $18,750 per year for his costs incurred in connection with retaining an administrative assistant, $12,500 per year for the cost of his office space, 50% of the cost of the lease associated with his vehicle through the earlier of the conclusion of the lease term and the conclusion of his service on the Board, and reimbursement for 50% of the cost of his annual health and wellness physical.

2019 Director Compensation Table

The following table describes compensation we paid our non-management Directors for 2019.

15

Table of Contents

16

Table of Contents

Non-Management Director Stock Ownership Guidelines

The Corporate Governance Guidelines require each non-management Director to comply with Wyndham Hotels' Non-Management Director Stock Ownership Guidelines. These guidelines require each non-management Director to beneficially own an amount of our stock equal to the greater of a multiple of at least five times the cash portion of the annual retainer or two and one-half times the total retainer value without regard to Board committee fees. Directors have a period of five years after joining the Board to achieve compliance with this ownership requirement. DSUs and RSUs credited to a Director count towards satisfaction of the guidelines. As of December 31, 2019, all of our non-management Directors were in compliance with the stock ownership guidelines or were in the initial five year period after joining the Board.

Ownership of Company Stock

The following table describes the beneficial ownership of our common stock for the following persons as of December 31, 2019: each executive officer named in the Summary Compensation Table below, each Director, each person who to our knowledge beneficially owns in excess of 5% of our common stock and all of our Directors and executive officers as a group. The percentage values for each Director and executive officer are based on 93,864,167 shares of our common stock outstanding as of December 31, 2019. The principal address for each Director and executive officer of Wyndham Hotels is 22 Sylvan Way, Parsippany, New Jersey 07054.

17

Table of Contents

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us during 2019, we believe that all applicable Section 16(a) filing requirements were met on a timely basis except one Form 4 for Thomas Barber reporting one transaction.

18

Table of Contents

PROPOSAL NO. 1: ELECTION OF DIRECTORS

At the date of this proxy statement, the Board consists of eight members, six of whom are independent Directors under applicable listing standards and our corporate governance documents.

Until the 2021 annual meeting, our Board shall be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of Directors. Beginning at the 2021 annual meeting, the classified board structure will automatically sunset and our Board will no longer be divided into three classes.

The Directors designated as Class II Directors have terms expiring at this year's annual meeting. The Directors designated as Class I Directors and the Directors designated as Class III Directors have terms expiring at the 2021 annual meeting. Each Director elected at this year's annual meeting will be elected for a term of office to expire at the 2021 annual meeting, at which point all of our Directors will stand for election annually.

On the recommendation of the Corporate Governance Committee, the Board has nominated Myra J. Biblowit, Bruce B. Churchill and Pauline D.E. Richards for election, each of whom is presently a Director, to serve until the 2021 annual meeting. Ms. Biblowit, Mr. Churchill and Ms. Richards, as well as the other five Directors who will continue to serve following the annual meeting and who are not up for election, are listed below with brief biographies.

We do not know of any reason why any nominee would be unable to serve as a Director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate.

Majority Voting Standard in Uncontested Director Elections

Under our By-laws, Directors are elected by a majority of the votes cast at the annual meeting, meaning that, for a Director to be elected, the number of shares voted "for" the Director must exceed the number of shares withheld from such Director's election. In the event that the number of candidates nominated for election as Directors exceeds the number of directors to be elected, a plurality of the votes cast will instead be the vote standard for that election.

If a Director is not elected under this majority vote standard, he or she is required to promptly offer to resign from the Board. The Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the withheld votes. In making this recommendation, the Corporate Governance Committee will consider all factors deemed relevant by its members.

The Board will act on the Corporate Governance Committee's recommendation no later than 120 days following the certification of the stockholder vote. In considering the Corporate Governance Committee's recommendation, the Board will review the factors considered by the Corporate Governance Committee and such additional information and factors the Board believes to be relevant. The Board will promptly publicly disclose its decision in a periodic or current report filed with the SEC. Any Director who offers his or her resignation under this process will not participate in the Corporate Governance Committee recommendation or Board decision regarding whether or not to accept the resignation. However, such Director shall remain active and engaged in all other Board and committee activities, deliberations and decisions during this Corporate Governance Committee and Board process.

19

Table of Contents

Class II Nominees for Election to the Board (Term Expiring at 2021 Annual Meeting)

20

Table of Contents

Class I Directors (Term Expiring at 2021 Annual Meeting)

21

Table of Contents

Class III Directors (Term Expiring at 2021 Annual Meeting)

22

Table of Contents

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF EACH OF THE CLASS II DIRECTOR NOMINEES

23

Table of Contents

PROPOSAL NO. 2: AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS

We are seeking stockholder approval to amend and restate the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to eliminate the supermajority voting provisions from the Certificate of Incorporation and to replace such provisions with a majority voting standard (the "Proposed Amendments"). As discussed further below, the Certificate of Incorporation currently requires an 80% supermajority vote for stockholders to amend certain significant provisions of the Certificate of Incorporation and to amend the Company's By-Laws (see Proposal 2(a) below) and to remove directors from office (see Proposal 2(b) below). In light of the differing nature of the provisions affected, this matter is presented as two separate voting items. Approval of either Proposal 2(a) or Proposal 2(b) is not conditioned upon approval of the other.

Purpose and Effect of Proposed Amendments

The Proposed Amendments are a result of the Board's ongoing review of our corporate governance principles.

The Company became an independent, publicly traded company in June 2018 after its spin-off. In preparation for the spin-off, it was determined that maintaining the supermajority voting provisions was customary and in the best interests of the Company and its stockholders at that time. The provisions were designed to facilitate corporate governance stability by requiring broad stockholder consensus to effect changes, protect against potential self-interested action by large stockholders, and encourage potential acquirers to negotiate directly with the Board.

The Board, however, recognizes that there are different perspectives on this matter and compelling arguments for the elimination of supermajority voting requirements where the circumstances may warrant, including the view that the elimination of such provisions provides stockholders greater ability to participate in the corporate governance of a company. As corporate governance standards have evolved, many stockholders now view these provisions as limiting the ability of stockholders to participate in corporate governance. Removing the supermajority voting requirements will also align the Company's governance structure with recognized best practices.

After weighing these considerations, upon the recommendation of the Corporate Governance Committee, the Board approved and declared it advisable to adopt, subject to stockholder approval, the Proposed Amendments to eliminate the supermajority voting requirements to amend the Certificate of Incorporation and By-Laws and to eliminate the supermajority vote requirement to remove Directors.

Proposal 2(a): Eliminate Supermajority Voting Provisions to Amend Certificate of Incorporation and By-Laws

Article ELEVEN of the Certificate of Incorporation currently requires the affirmative vote of the holders of at least 80% of the voting power of the shares entitled to vote generally in the election of Directors to amend certain provisions of the Certificate of Incorporation generally relating to:

•

the number and authority of Directors,

•

the election, term of office and removal of Directors and filling of vacancies,

•

indemnification and expense advancement rights of Directors and officers,

•

director exculpation from liability,

24

Table of Contents

•

stockholder action by written consent,

•

right to call special meetings of stockholders,

•

amendments to the By-Laws, and

•

amendments to certain significant provisions of the Certificate of Incorporation.

Article TEN of the Certificate of Incorporation currently requires the affirmative vote of the holders of at least 80% of the voting power of the shares entitled to vote generally in the election of Directors to amend the By-Laws.

This Proposal 2(a) proposes to delete the supermajority voting requirements in Articles TEN and ELEVEN for amending the provisions of the Certificate of Incorporation referred to above and the By-Laws, respectively. As a result, if approved and implemented, the standard for stockholder approval of any future amendments to the Certificate of Incorporation would be the affirmative vote of the holders of a majority of the voting power of the Company's then outstanding shares of capital stock entitled to vote thereon, voting together as a single class, which is the default voting standard under the Delaware General Corporation Law, and the standard for stockholder approval of any future amendments to the By-Laws would be a majority of the voting power of the shares entitled to vote at an election of directors.

Proposal 2(b): Eliminate Supermajority Voting Provisions to Remove Directors

Currently, Article FIVE of the Certificate of Incorporation addresses Director removal from office by stockholders and provides that, prior to the third annual meeting of stockholders following May 31, 2018, Directors may be removed from office at any time only for cause, and from and including the third annual meeting of stockholders following May 31, 2018, Directors may be removed from office at any time with or without cause, in each case only if that action is approved by "at least eighty percent (80%) of the voting power of the [Company]'s then outstanding capital stock entitled to vote thereon." This Proposal 2(b) proposes to amend this provision by replacing the reference to "80%" with "a majority." As a result, if approved and implemented, stockholders would be able to remove a Director from office, in either of the above cases, by the affirmative vote of the holders of at least a majority of the voting power of the Company's then outstanding shares of capital stock entitled to vote thereon, voting together as a single class, which is the default voting standard under the Delaware General Corporation Law.

Related Changes to the By-Laws

In connection with the Proposed Amendments, the Board has approved, upon the recommendation of the Corporate Governance Committee, conforming amendments to the By-Laws, contingent upon stockholder approval of Proposal 2(a) and the effectiveness of the Second Amended and Restated Certificate of Incorporation. Specifically, the Board has approved an amendment to Article IX, Section 1 of the By-Laws to replace the 80% supermajority voting provision to amend the By-Laws with the majority voting standard described above under Proposal 2(a).

Additional Information

The general description of the Proposed Amendments set forth above is qualified in its entirety by reference to the text of the proposed Second Amended and Restated Certificate of Incorporation, which is attached as Appendix B to this proxy statement, and the text of the Second Amended and Restated By-Laws, which is attached as Appendix C to this proxy statement. The proposed additions to the Second Amended and Restated Certificate of Incorporation and the Second Amended and

25

Table of Contents

Restated By-Laws are indicated by double underlining, and the proposed deletions are indicated by strikeouts.

If Proposals 2(a) and 2(b) are not approved by at least 80% of the shares of our common stock outstanding on the record date, then the Proposed Amendments to the Certificate of Incorporation, as well as the proposed corresponding amendment to the By-Laws, to eliminate the supermajority voting requirements will not be approved. As a consequence, the adoption of the amendments to those certain provisions of the Certificate of Incorporation and to the By-Laws, as well as any stockholder vote to remove a Director from office, will continue to require an 80% supermajority vote.

The votes on the amendments to the Certificate of Incorporation are binding. Approval of Proposals 2(a) and 2(b) will constitute approval of the amendment and restatement of the Certificate of Incorporation, as set forth in Appendix B to this proxy statement. If Proposal 2(a) and/or Proposal 2(b) are approved, the Company intends to file the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the portion of the Proposed Amendments relating to such proposal will become effective at the time of that filing. At the time of that filing, the Second Amended and Restated By-Laws would also become effective. If neither Proposal 2(a) nor Proposal 2(b) is approved by the requisite vote, then the Second Amended and Restated Certificate of Incorporation will not be filed with the Secretary of State of the State of Delaware; the By-Law amendments will not become effective; and the supermajority voting provisions in both the Certificate of Incorporation and By-Laws will remain in effect.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR EACH PROPOSAL ABOVE TO AMEND THE CERTIFICATE OF INCORPORATION TO
ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS

26

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our Compensation Discussion and Analysis provides an overview of our compensation strategy and program, the processes and procedures of our Compensation Committee of the Board (the "Committee") and the Committee's considerations and decisions made under those programs for our named executive officers for 2019.

Our Named Executive Officers.    Our named executive officers for 2019 are:

•

Geoffrey A. Ballotti, President and Chief Executive Officer

•

Michele Allen, Chief Financial Officer

•

Tom H. Barber, Global Chief Development Officer

•

Mary R. Falvey, Chief Administrative Officer

•

Robert D. Loewen, Chief Operating Officer

•

David B. Wyshner, our former Chief Financial Officer

We Delivered Solid Financial and Operational Performance for Stockholders.    Our management team led by our named executive officers produced strong financial and operational results during 2019. Financial highlights for 2019 include:

•

Revenues increased 10% compared with 2018 to $2,053 million.

•

Diluted earnings per share was unchanged at $1.62 compared to 2018 and adjusted diluted EPS* increased 21% to $3.28.

•

Net income was $157 million, a 3% decrease over the prior year; adjusted net income* was $317 million, a 17% increase over the prior year.

•

Adjusted EBITDA* increased 21% compared with the prior year, to $613 million.

•

System-wide rooms grew 3% year-over-year to 831,000 rooms.

•

Our development pipeline grew 7% year-over-year to approximately 193,000 rooms.

We returned significant capital to stockholders:

•

In May 2018, our Board approved a share repurchase program authorizing the repurchase of $300 million of shares of our common stock. In August 2019, our Board increased our share repurchase authorization by another $300 million to reflect our strong free cash flow and our sustained focus on returning cash to our stockholders.

•

We repurchased approximately 4.5 million shares of our common stock – or 5% of our outstanding shares – under our share repurchase program in 2019.

*

Please see Appendix A to the proxy statement for reconciliations of non-GAAP measures.

27

Table of Contents

•

In February 2020, our Board approved a 10% increase in our quarterly cash dividend beginning with the first quarter of 2020. We paid dividends of $112 million in 2019.

Other key business highlights include:

•

In April 2019, we completed the last major milestones in completing the integration of La Quinta. We migrated the brand's more than 900 hotels to our state-of-the-art cloud-based central reservation and property management systems, and we added La Quinta to the Wyndham Rewards loyalty program.

•

We made significant progress towards our objective of driving quality net rooms growth.

•

We ended 2019 with 831,000 rooms in our system, an increase of 3% over 2018.



•

In 2019, we opened 27,000 rooms in the U.S. and we opened 36,500 rooms internationally.



•

On the retention front, for 2019, our domestic retention rate in the U.S. was 95.5%, and internationally our retention rate was 93.6%.

•

In 2019, a meaningful component of our growth strategy was our ability to offer attractive and cost effective hotel designs. Throughout the year, we continued to invest in new design enhancements for our brands to further elevate the guest experience and the value proposition provided to hotel developers in each of our core chain scales. To that end, we launched an enhanced new-construction prototype named Microtel Moda, Days Inns' new interior design package "Dawn", AmericInn's new Pursuit design package, and Hawthorn Suites' new dual-branded prototype with La Quinta.

•

To further increase brand awareness and drive higher contribution growth, we launched a multi-million dollar omni-channel by Wyndham marketing campaign.

•

This campaign focused on driving business to our hotels through our direct channels, which we enabled by improving the speed, effectiveness and responsiveness of our brand websites, including increased usage of loyalty member rates. Our websites and mobile app continue to be our fastest growing channels.



•

In addition, we launched a multimillion dollar comprehensive La Quinta by Wyndham advertising campaign that included television, radio and digital ads.

•

In 2019, we continued to grow our award-winning Wyndham Rewards loyalty program.

•

Wyndham Rewards membership increased 33% with over 7 million new members and 13 million La Quinta members added in 2019 for a total of over 81 million enrolled members.



•

Wyndham Rewards has been recognized as one of the simplest, most rewarding loyalty programs in the hotel industry, providing more value to members than any other program. It has won more than 90 awards in the past five years, including "Best Hotel Loyalty Program" from US News & World Report, "Best Hotel Loyalty Program" in USA TODAY, "10 Best Readers' Choice Awards", "Most Rewarding Hotel Loyalty Program" from IdeaWorks and in December 2019 was ranked #1 on WalletHub's list of "Best Hotel Rewards Programs" for the fifth consecutive year.



•

Building on the program's award winning foundation, we rolled out a host of new program features in 2019, including free nights at thousands of hotels starting at just

28

Table of Contents

7,500 points, new places to stay with the addition of La Quinta by Wyndham hotels and more ways to earn and redeem points.

Our Executive Compensation Program and Governance Align with Stockholder Interests.    We engage in the following practices to align our executive compensation program and governance with stockholder interests.

•

Our annual incentive compensation program requires achievement of rigorous, profitability-based performance metrics to incentivize high performance and achievement of annual financial goals and thus enhance value for our stockholders in the near term.

•

Equity awards granted to our named executive officers, which constitute a majority of our executives' target annual total compensation and vest over multi-year periods, align the interests of our executives and stockholders.

•

We grant our named executive officers RSUs subject to multi-year vesting to retain our executives, align the interests of our stockholders and executives and incentivize our executives to achieve longer-term stock price appreciation.

•

We grant our named executive officers stock options subject to multi-year vesting to retain our executives and incentivize our executives to achieve strong financial performance and drive stock price appreciation for stockholders.

•

We grant our named executive officers performance-based RSUs, the vesting of which is contingent upon achievement of premium performance goals based on an adjusted per-share earnings measure over a cumulative three-year period, incentivizing intermediate-term high performance and value growth for our stockholders.

•

Our 2019 annual incentive compensation program included, in addition to a financial objective based on adjusted EBITDA, a strategic objective based on global net room growth, providing a specific incentive for our executives to achieve a core strategic goal that drives earnings.

•

Our CEO receives no tax gross-ups for perquisites.

•

We have policies prohibiting our Directors and senior executives from engaging in any hedging transactions in our equity securities and from pledging, or using as collateral, our securities to secure personal loans or other obligations, including holding shares in margin accounts.

•

Our named executive officers do not have the right to receive cash severance solely upon the occurrence of a change-in-control.

•

None of our executive officers are entitled to any tax gross-up in connection with severance payments upon termination of employment.

•

All of our Directors, other than our Non-Executive Chairman and our CEO, are independent Directors.

•

We maintain a majority voting standard for uncontested Director elections in our By-Laws.

29

Table of Contents

We are committed to our social, ethical and environmental responsibilities.    Consistent with our core values of acting with integrity, accountability, inclusiveness, caring and fun, we are committed to being a highly ethical, diverse, admired and environmentally conscious company.

•

With our commitment to acting with integrity in making hotel travel possible for all, we were recognized among the World's Most Ethical Companies by Ethisphere Institute in both 2019 and 2020.

•

We are committed to diversity and inclusion.

•

Our Board is diverse. Assuming the election of our Director nominees at this Annual Meeting, female directors represent 25% of our Board in addition to Caribbean and Asian American representation on our Board.



•

We strive to maintain a culture of inclusion for our team members, partners, and guests, and we have been widely recognized as a leader in diversity. In 2020, we earned our second perfect score of 100 in the Human Rights Campaign's Best Places to Work for LGBTQ Equality, and we are a member of the Business Coalition for the Equality Act.



•

Our CEO has also signed on to The CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.



•

We fostered Company-wide diversity through a focus on diverse recruiting, our affinity business groups, training and supporting diverse business partners, with focused efforts to use certified diverse suppliers.

•

We are committed to protecting human rights. We are committed to combatting human trafficking in our communities. We have partnered with Polaris, BEST and ECPAT-USA and provide training to all our team members in an effort to prevent and combat human trafficking. Further, we are committed to the 5-Star Promise for Employee Safety with the American Hotel & Lodging Association.

•

We foster environmental sustainability. We have a deep commitment to preserving our natural resources while developing innovative solutions to mitigate our impact on climate change through linen and towel reuse programs, energy efficient lighting, recycling and water conservation.

•

We launched a new green certification program that is used to support our efforts to engage owners and operators on improving their carbon, energy and LED lighting usage footprints along with their water conservation and waste diversion efforts.



•

We launched a new Green Housekeeping program for our Wyndham Rewards members by offering Wyndham Rewards points in exchange for reduced housekeeping and towel and linen service for multi-night stays.



•

We have partnered with the United States Green Building Council to promote the building of environmentally responsible and high performing structures, and our corporate headquarters has been recognized as one of the highest performing green buildings in the country.



•

We actively support the UN Sustainable Development Goals framework, prioritizing action toward specific goals as part of our long-term for social responsibility roadmap.

30

Table of Contents

•

We support our communities. We continue to promote a Company-wide culture of team member volunteerism and philanthropy.

•

Reflecting our culture of giving and service, our team members have donated millions of dollars to charitable causes around the world and more importantly thousands of volunteer hours through our signature "Wish Days".



•

Our Wyndham Rewards members have donated over 100 million points to charities since inception.

•

We care about our most valuable asset – our team members. We continue to focus on attracting, retaining and engaging our employees. In 2019, more than 80% of our team members completed the Gallup Employee Engagement survey, which revealed that Wyndham Hotels surpassed top quartile levels of engagement, representing a strong baseline for growth and highlighting the strength of our team members' commitment to our long-term goals.

•

Be Well – our Wellness Program has been recognized by the American Heart Association.

2019 Compensation Strategy

For 2019, we employed a compensation strategy designed to achieve the following objectives:

•

Attract and retain superior senior management talent.  We believe that attracting and retaining superior senior managers are integral to our ongoing success. Our named executive officers possess extensive experience in our industry and demonstrate the exceptional leadership skills and commitment to excellence that we believe are critical to our success. Accordingly, our 2019 compensation strategy was designed in part to promote a long-term commitment from our named executive officers.

•

Provide our executives with compensation that is consistent and competitive with compensation provided by comparable hospitality-focused companies consisting of base salary, cash-based annual incentive compensation and equity-based incentive compensation.  We also provide our named executive officers with perquisites and health, welfare and retirement benefits which we believe are consistent with those provided by our peers and are market-competitive.

•

Support a high-performance environment by linking compensation with performance.  Our broad objectives are to increase our earnings, cash flow and stockholder value. Consistent with these goals, we believe a significant portion of our executive compensation should be contingent on actual results.

•

Support a long-term focus that aligns the interests of our executives and stockholders.  Equity incentive compensation is intended to align the interests of our named executive officers and stockholders as well as support our goal of retaining our key personnel.

Compensation Committee Matters

The Committee is responsible for providing oversight on executive compensation policies and programs consistent with corporate objectives and stockholder interests. The Committee operates under a written charter adopted by the Board. The Committee reviews the charter on an annual basis. The Committee's membership is determined by the Board, and each member is an independent Director. The Committee Chair reports at our Board meetings on Committee actions and recommendations.

31