Wyndham Hotels Files DEFA14A, Ballotti Addresses Stock Ownership

TL;DR

**Wyndham is sending out proxy materials to employees about their stock, likely related to an upcoming vote or corporate event.**

AI Summary

Wyndham Hotels & Resorts, Inc. filed a DEFA14A on February 23, 2024, indicating it is soliciting material under Section 240.14a-12 of the Securities Exchange Act of 1934. The filing, with accession number 0001213900-24-016543, includes a message from Geoff Ballotti to employees regarding Wyndham stock ownership and materials from Merrill Lynch, their 401k administrator. The company, headquartered in Parsippany, NJ, operates in the Hotels & Motels industry.

Why It Matters

This filing signals active communication from Wyndham's management to its employees regarding their stock ownership, potentially in response to or in anticipation of corporate actions or shareholder engagement.

Risk Assessment

Risk Level: low — This is a routine filing for soliciting materials and does not inherently indicate significant risk, but rather ongoing corporate governance.

Key Players & Entities

• Wyndham Hotels & Resorts, Inc. (company) — Registrant
• Geoff Ballotti (person) — Author of message to team
• Merrill Lynch (company) — 401k administrator
• February 23, 2024 (date) — Filing date
• Parsippany, NJ (location) — Business address city and state

FAQ

From the Filing

0001213900-24-016543.txt : 20240223 0001213900-24-016543.hdr.sgml : 20240223 20240223164640 ACCESSION NUMBER: 0001213900-24-016543 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 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: 24672166 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 ea0200622-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 Wyndham Hotels & Resorts A Message from Geoff Ballotti Dear Team, If you own Wyndham stock, you may have received materials in the mail from our 401k administrator, Merrill Lynch, or your personal broker noting a “voluntary corporate action.” This letter was prompted when Choice launched its unsolicited exchange offer in December. The purpose of this letter is to ask for your support of Choice’s unsolicited exchange offer by tendering your Wyndham shares. As we have stated, Wyndham’s Board has unanimously determined that the offer is NOT in the best interests of our Company or our shareholders and continues to recommend that our shareholders NOT tender their shares into the offer. We encourage you to disregard these materials. If you have questions with respect to the exchange offer, you can call Wyndham’s information agent, Innisfree, at the numbers below: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Stockholders: (877) 750-8307 (Toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries) We’ll continue sharing important updates with you when appropriate and in the meantime, you can visit https://StayWyndham.com/ to get the facts and more information on the Board’s recommendation. Thank you for your ongoing support. Geoff 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