UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On March 11, 2024, Wyndham Hotels & Resorts, Inc. (the “Company”) issued a letter to its shareholders and a press release, each highlighting the Company’s value creation prospects and urging Wyndham shareholders to support only the eight director nominees nominated by the Company’s Board of Directors in connection with the Company’s upcoming contested 2024 annual meeting of shareholders. A copy of the letter and the press release are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each is incorporated herein by reference.
The information included in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 included with this Current Report shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
|
Exhibit No. |
Description | |
| Exhibit 99.1 | Wyndham Hotels & Resorts, Inc. Letter to Shareholders dated March 11, 2024. | |
| Exhibit 99.2 | Press Release of Wyndham Hotels & Resorts, Inc., dated March 11, 2024. | |
| Exhibit 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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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: March 11, 2024 | By: | /s/ Paul F. Cash |
| Paul F. Cash | ||
| General Counsel and Corporate Secretary | ||
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