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)
(Commission File Number)
(IRS Employer Identification No.)

22 Sylvan Way

Parsippany, NJ
07054
(Address of principal
(Zip Code)
executive offices)


Registrant's telephone number, including area code: (973) 753-6000

None
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 WH
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2023, Wyndham Hotels & Resorts, Inc. (the “Company”) and Geoffrey A. Ballotti, the Company’s Chief Executive Officer, entered into an Amended & Restated Employment Agreement (the “Amended Agreement”). The term of Mr. Ballotti’s original Employment Agreement, dated June 1, 2018 and amended and restated as of February 23, 2021, and February 13, 2023 (the “Prior Agreement”), was scheduled to expire on May 31, 2024. The Amended Agreement extends Mr. Ballotti’s term of employment with the Company for a period of five years to May 31, 2029, with a base salary of $1,300,000 and annual bonus target percentage of 175%, each effective as of January 1, 2024, and otherwise on substantially the same terms and conditions as set forth in the Prior Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
WYNDHAM HOTELS & RESORTS, INC.
   
Date: November 17, 2023
By:
/s/ Paul F. Cash
   
Paul F. Cash
   
General Counsel & Corporate Secretary