Wyndham Files DEFA14A for Q4 2023 Earnings Announcement

TL;DR

**Wyndham just announced Q4 earnings, check the webcast for details.**

AI Summary

Wyndham Hotels & Resorts, Inc. (NYSE: WH) filed a DEFA14A on February 16, 2024, related to a webcast and conference call held on February 15, 2024. This call was to announce the company's earnings for the three months ending December 31, 2023. The filing indicates that Wyndham is the registrant and no filing fee was required.

Why It Matters

This filing provides notice of Wyndham's recent earnings announcement, which is crucial for investors to understand the company's financial performance and future outlook.

Risk Assessment

Risk Level: low — This is a routine filing for an earnings announcement, indicating transparency rather than a specific new risk.

Key Players & Entities

• Wyndham Hotels & Resorts, Inc. (company) — Registrant
• February 15, 2024 (date) — Date of webcast and conference call
• February 16, 2024 (date) — Filing date
• December 31, 2023 (date) — End of earnings period
• 001-38432 (dollar_amount) — SEC File Number

FAQ

From the Filing

0001140361-24-008268.txt : 20240216 0001140361-24-008268.hdr.sgml : 20240216 20240216062718 ACCESSION NUMBER: 0001140361-24-008268 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNDHAM HOTELS & RESORTS, INC. CENTRAL INDEX KEY: 0001722684 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 823356232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38432 FILM NUMBER: 24645719 BUSINESS ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-753-7791 MAIL ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 DEFA14A 1 ny20016614x19_defa14a.htm DEFA14A 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: ☐ 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 February 15, 2024, Wyndham Hotels & Resorts, Inc. (NYSE) (“Wyndham” or “we”) held a webcast and conference call in connection with Wyndham’s announcement of its earnings for the three months and year ended December 31, 2023. The following excerpt from the script for the webcast and conference call contains statements that may be deemed proxy soliciting materials. Matt Capuzzi : “We have also created a separate website at staywyndham.com to provide additional information relating to the ongoing situation with Choice Hotels.” Geoff Ballotti : “But before delving into our results, we want to take a moment to discuss the ongoing matters with Choice. As we shared in our public response, Choice has nominated directors with the sole purpose of advancing its inadequate, hostile and risk laden offer, an offer which our board has unanimously determined is not in the best interests of our shareholders. Our board is well constituted, combining decades of experience in areas critical to overseeing the execution of our strategy, including hospitality and more specifically, global hotel franchising, M&A, governance and risk oversight. As we’ve consistently communicated, Choice’s offer fails to address three principal concerns. First, the inadequacy of the value of the offer compared with our future growth prospects. Second, the significant amount of Choice stock included in the consideration mix, which would expose our shareholders to an overlevered pro forma company with slower, long term growth prospects. And third, the asymmetrical risks to Wyndham and our shareholders resulting from a prolonged and an uncertain regulatory review. On the regulatory topic, our concerns regarding the unique risks of this transaction have only increased as the process has unfolded. Starting with the Federal Trade Commissions, unsolicited outreach to us and subsequent investigation even before Choice launched its exchange offer. Moreover, state attorneys general from Washington, Colorado, Kansas and Vermont have also now opened their own separate investigations. The expansive second request we received from the FTC on January 11th is requiring us to p