UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
February 22, 2024
To Wyndham Hotel & Resorts shareholders,
Earlier this week I listened to Pat Pacious once again claim in comments
on Choice Hotel’s Fourth Quarter earnings call that Wyndham’s Board has refused to engage on Choice’s proposed offer.
Nothing is further from the truth. We have engaged. What we have not
done is roll over. Both as a Wyndam shareholder and as Wyndham’s Chairman, I am out of patience with this constant, false and misleading
refrain.
The truth is this: our Board connected with Choice and its advisors
over 25 times since April 2023 including on some occasions at our initiative. We consistently, explicitly, and repeatedly explained the
core issues Choice would need to address to make its proposed offer attractive, reasonably certain, and feasible for Wyndham and its shareholders.
Despite our extensive and genuine engagement, Choice has addressed none of these issues. It has, instead, adopted this completely misleading
tactic to divert attention away from its own unwillingness to address the realities.
There will be much more to share over the coming weeks. I look forward
to engaging with you directly as we approach our annual meeting.
Thank you for your ongoing commitment to Wyndham.
Best regards,
Stephen P. Holmes
Chairman of the Board
Wyndham Hotels & Resorts
Important Additional Information
This communication is not an offer to purchase
or a solicitation of an offer to sell any securities or the solicitation of any vote or approval. Wyndham Hotels & Resorts, Inc. (“Wyndham”
or the “Company”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a solicitation/recommendation
statement on Schedule 14D-9. Any solicitation/recommendation statement filed by the Company that is required to be mailed to stockholders
will be mailed to Company stockholders. COMPANY STOCKHOLDERS ARE ADVISED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT
TO ANY EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Company stockholders may obtain a copy of the Solicitation/Recommendation
Statement on Schedule 14D-9, as well as any other documents filed by the Company in connection with any exchange offer by Choice Hotels
International, Inc. or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of these documents from the Company by directing a request to Matt Capuzzi, Senior Vice President,
Investor Relations at matthew.capuzzi@wyndham.com or by calling 973.753.6453.
The Company intends to file a proxy statement
and accompanying WHITE proxy card with the SEC with respect to the Company’s 2024 Annual Meeting of Stockholders (the “2024
Annual Meeting”). The Company’s stockholders are strongly encouraged to read such proxy statement, the accompanying WHITE
proxy card and other documents filed with the SEC carefully in their entirety when they become available because they will contain important
information. The Company’s stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement
and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available
free of charge at the Company’s website at https://investor.wyndhamhotels.com.
Certain Information Concerning Participants
Wyndham and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. Information regarding the Company’s
directors and officers and their respective interests in the Company by security holdings or otherwise is available in its most recent
Annual Report on Form 10-K filed with the SEC on February 16, 2023 and its most recent definitive Proxy Statement on Schedule 14A filed
with the SEC on March 28, 2023. To the extent holdings of the Company’s securities have changed since the filing of the Company’s
most recent Annual Report on Form 10-K or the Company’s most recent definitive Proxy Statement on Schedule 14A, such changes have
been reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Updated information relating to the foregoing will also
be set forth in the Company’s proxy statement and other materials to be filed with the SEC for its 2024 Annual Meeting. These documents
can be obtained free of charge from the sources indicated above.
Cautionary Statement on Forward-Looking Statements
Certain statements either contained in or incorporated
by reference into this communication, other than purely historical information, and assumptions upon which those statements are based,
are “forward-looking statements.” Forward-looking statements include those that convey management’s expectations as
to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as
“will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,”
“future,” “outlook,” “guidance,” “target,” “objective,” “estimate,”
“projection” and similar words or expressions, including the negative version of such words and expressions. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements
of Wyndham to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of hereof.
Factors that could cause actual results to differ
materially from those in the forward-looking statements include, without limitation, factors relating to the unsolicited exchange offer
by Choice Hotels International, Inc. (“Choice”) to acquire all outstanding shares of our common stock (the “Exchange
Offer”), including actions taken by Choice in connection with such offer, actions taken by Wyndham or its stockholders in respect
of the Exchange Offer or other actions or developments involving Choice, such as a potential proxy contest, the completion or failure
to complete the Exchange Offer, the effects of such offer on our business, such as the cost, loss of time and disruption; general economic
conditions, including inflation, higher interest rates and potential recessionary pressures; global or regional health crises or pandemics
(such as the COVID-19 pandemic) including the resulting impact on the Company’s business operations, financial results, cash flows
and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and
restrictions on travel; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating
risks associated with the hotel franchising business; the Company’s relationships with franchisees; the impact of war, terrorist
activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and between Israel and
Hamas; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of
principal and interest and compliance with the covenants thereunder; risks related to the Company’s ability to obtain financing
and the terms of such financing, including access to liquidity and capital; and the Company’s ability to make or pay, plans for
and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in the Company’s most
recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities
and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, subsequent events or otherwise, except as required by law.
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