UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 Statement
|
|
☐
|
Definitive Additional Materials
|
|
☒
|
Soliciting Material under §240.14a-12
|
Wyndham Hotels & Resorts, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
|
☒
|
No fee required.
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
On January 10, 2024, Wyndham Hotels & Resorts, Inc. made the following materials available to investors
Page 1 of 2
Harvey C. Jewett IV
Post Office Box 1036
Aberdeen, SD 57402-1036
Phone: 605-725-8608
Email: harvey@jewetthc.org
| 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 am reminded of the movie “The Mouse that Roared,” as it is hard to understand Choice, of all
companies, forcing a sale of Wyndham. I also had a chat with several franchisees of Wyndham. No franchisee I talked to took this “Mouse” seriously. How could an uninvited offer of cash and the Mouse’s paper compel the successful company,
positioned for future success, to negotiate an unwanted sale to the lessor company? Why sell or take paper in a struggling company when the company you have is in a great position, with the right franchisees, to thrive in the future?
As you folks know, I have been involved since the early 70’s in the motel industry, first as General Counsel for Super 8, and, at the time of the sale of Super 8 Motels, Inc. stock, as President. Also, as you
know, I continue to serve on the franchisee Advisory Board. We sold all the stock in Super 8 Motels, Inc because we received a very good offer but also because Hospitality Franchise Systems offered solutions to problems for our 1,000-motel
system that we had not been able to solve completely. Hospitality Franchise Systems offered a very good price to the shareholders and benefits to all franchisees. Marketing, name recognition, loyalty club, architecture, computer programing
and legal assistance were scheduled to be a step up from previous practices. This was at a time when consumers were moving away from a Reservation Center to a computer driven reservation system and the Super 8 sellers had little experience
with that. The sale was good for both the shareholders and the franchisees. I am sure Wyndam Franchisees would be less than happy if the unwanted sale to the troubled Choice System were to take place.
We just had the International Wyndham Convention including all Wyndham Brands. It was without question the best hospitality convention that I have attended in over 50 years in this business. What was striking was
the contentment and good feeling of the franchisees. Wyndham is doing well in every area of operations and the franchisees are thriving as well. At the convention there was absolutely no grumbling undercurrent of discontent with Wyndham,
which seems to be common at all National Conventions, of any type of company. There were only positive feelings of success and team spirit. The franchisees are in no mood to be acquired by troubled, second-string Mice!
Page 2 of 2
Please hang in with your resistance to this nonsense. Do not let yourself be threatened by an uninvited, unwanted purchase “offer.” Resist the ideas that an unwanted and poorly thought-out offer creates any duty
upon you to bargain. On top of that, from what I hear, you would be subjecting your franchisees to a demonstrably weaker Choice staff than Mike Mueller, his staff, the staff of the other Wyndham brands. The existing staff of Wyndham is
excellent. The franchisees strongly support Mike Mueller and the other Brand directors. Stick with the staff you assembled, the programs that are working, particularly Trip Rewards, the franchisees that are happy and working hard, and, of
course, yourselves. This is probably a game to persuade you to make a counteroffer to buy Choice. It would be a nice bale out for them. Stick with the very bright future you have with Wyndham. You have this!
|
|
Sincerely, |
|
|
|
|
|
/s/ Harvey C. Jewett |
|
|
|
|
|
Harvey C. Jewett |
| CC: | Mr. Mike Mueller |
|
|
Mr. Marc Staniloff |
|
|
Mr. Harvey Aman |
|
|
Mr. Larry Lambert |
|
|
Mrs. Meeta Ashok |
|
|
Mr. Shawn Punjwani |
|
|
Mr. Jay Patel |
|
|
Mr. Prativ Patel |