Wyndham Engages Shareholders Amidst Choice Hotels' Earnings Call

TL;DR

**Wyndham is actively soliciting shareholders, likely in response to comments made by Choice Hotels' CEO Pat Pacious during their Q4 earnings call.**

AI Summary

Wyndham Hotels & Resorts, Inc. filed a DEFA14A on February 22, 2024, as soliciting material under Rule 14a-12. This filing indicates ongoing communication with shareholders, specifically referencing comments made by Pat Pacious on Choice Hotel's Fourth Quarter earnings call. The document is a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed by Wyndham as the registrant.

Why It Matters

This filing signals active engagement by Wyndham Hotels & Resorts with its shareholders, potentially in response to or in anticipation of corporate actions or discussions, particularly those involving competitor Choice Hotels.

Risk Assessment

Risk Level: medium — The filing is soliciting material, suggesting potential corporate actions or a contested matter, which introduces uncertainty for investors.

Key Numbers

• 20240222 — Filing Date (Date the DEFA14A was filed)
• 001-38432 — SEC File Number (Unique identifier for the registrant's SEC filings)

Key Players & Entities

• WYNDHAM HOTELS & RESORTS, INC. (company) — Registrant Filer
• Choice Hotel (company) — Competitor mentioned
• Pat Pacious (person) — CEO of Choice Hotels
• February 22, 2024 (date) — Filing date
• 001-38432 (dollar_amount) — SEC File Number

FAQ

From the Filing

0001213900-24-016146.txt : 20240222 0001213900-24-016146.hdr.sgml : 20240222 20240222163020 ACCESSION NUMBER: 0001213900-24-016146 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240222 DATE AS OF CHANGE: 20240222 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: 24665299 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 ea0200535-defa14a_wyndham.htm SOLICITING MATERIAL UNDER 240.14A-12 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 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 1 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 INFORM