Travel + Leisure Co. Reports Director/Officer Changes & Filings
Ticker: TNL · Form: 8-K · Filed: May 20, 2024 · CIK: 1361658
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes
Related Tickers: TLRA
TL;DR
TLRA filed an 8-K: director/officer changes, elections, comp arrangements, and other corporate updates as of 5/15.
AI Summary
Travel + Leisure Co. filed an 8-K on May 20, 2024, reporting on events as of May 15, 2024. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes information on amendments to articles of incorporation or bylaws, changes in fiscal year, and matters submitted to a vote of security holders, along with financial statements and exhibits.
Why It Matters
This 8-K filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.
Risk Assessment
Risk Level: low — This filing is routine and reports on corporate governance and administrative matters, not significant financial events.
Key Players & Entities
- Travel + Leisure Co. (company) — Registrant
- Wyndham Destinations, Inc. (company) — Former company name
- WYNDHAM WORLDWIDE CORP (company) — Former company name
- May 15, 2024 (date) — Date of earliest event reported
- May 20, 2024 (date) — Date of report
FAQ
What specific items are covered in the 8-K filing by Travel + Leisure Co.?
The 8-K filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, amendments to articles of incorporation or bylaws, change in fiscal year, submission of matters to a vote of security holders, and financial statements and exhibits.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is May 15, 2024.
What is the filing date of this 8-K report?
The report was filed on May 20, 2024.
What was Travel + Leisure Co. formerly known as?
Travel + Leisure Co. was formerly known as Wyndham Destinations, Inc. and prior to that, WYNDHAM WORLDWIDE CORP.
In which state is Travel + Leisure Co. incorporated?
Travel + Leisure Co. is incorporated in Delaware.
Filing Stats: 1,160 words · 5 min read · ~4 pages · Grade level 11.2 · Accepted 2024-05-20 15:47:42
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share TNL New York Stoc
Filing Documents
- wyn-20240515.htm (8-K) — 66KB
- tnl-thirdamendedandrestate.htm (EX-3.1) — 37KB
- a101-amendedandrestatedemp.htm (EX-10.1) — 145KB
- a102-amendedandrestatedemp.htm (EX-10.2) — 144KB
- image_0.jpg (GRAPHIC) — 0KB
- image_11.jpg (GRAPHIC) — 0KB
- image_2.jpg (GRAPHIC) — 6KB
- image_21.jpg (GRAPHIC) — 0KB
- image_3.jpg (GRAPHIC) — 0KB
- 0001361658-24-000129.txt ( ) — 603KB
- wyn-20240515.xsd (EX-101.SCH) — 2KB
- wyn-20240515_lab.xml (EX-101.LAB) — 22KB
- wyn-20240515_pre.xml (EX-101.PRE) — 13KB
- wyn-20240515_htm.xml (XML) — 3KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 of this Current Report on Form 8-K, on May 15, 2024, the Company held its 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"). At the 2024 Annual Meeting, the shareholders of the Company approved amendments to the Company's Restated Certificate of Incorporation (as amended, the "Third Amended and Restated Certificate of Incorporation") to (i) provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law, (ii) designate the federal district courts of the United States as the sole and exclusive forum for claims under the Securities Act of 1933, as amended (the "Securities Act") and (iii) make certain other non-substantive changes (collectively, the "Amendments"), as further described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024 (the "Proxy Statement"). The Amendments became effective at 11:59 P.M. Eastern Time on May 16, 2024, after the Company filed the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 16, 2024. The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Company held the 2024 Annual Meeting on May 15, 2024. (b) At the 2024 Annual Meeting, five proposals described in the Proxy Statement were submitted to the Company's shareholders. The final voting results are as follows: Proposal 1 The Company's shareholders elected the following Directors to serve for a term ending at the 2025 annual meeting, with each Director to serve until such Director's successor is elected and qualified or until such Director's earlier resignation, retirement, disqualification, or removal. Votes For Votes Withheld Broker Non-Votes Louise F. Brady 55,910,083 968,034 6,031,931 Michael D. Brown 55,758,083 1,120,034 6,031,931 James E. Buckman 55,166,953 1,711,164 6,031,931 George Herrera 54,914,065 1,964,052 6,031,931 Stephen P. Holmes 55,373,927 1,504,190 6,031,931 Lucinda C. Martinez 56,216,176 661,941 6,031,931 Denny Marie Post 55,795,753 1,082,364 6,031,931 Ronald L. Rickles 56,192,170 685,947 6,031,931 Michael H. Wargotz 55,307,941 1,570,176 6,031,931 Proposal 2 The Company's shareholders approved, on a non-binding, advisory basis, the compensation of our named executive officers in the Proxy Statement. Votes For Votes Against Abstain Broker Non-Votes 44,110,747 12,638,258 129,112 6,031,931 Proposal 3 The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes For Votes Against Abstain Broker Non-Votes 61,694,941 1,140,778 74,329 — Proposal 4 The Company's shareholders approved the amendment to the Certificate of Incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law. Votes For Votes Against Abstain Broker Non-Votes 46,610,031 10,154,602 113,484 6,031,931 Proposal 5 The Company's shareholders approved the amendment to the Certificate of Incorporation t
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibit is furnished with this report: Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of the Company 10.1 Amended and Restated Employment Agreement by and between Travel + Leisure Co. and Michael Brown, dated June 1, 2024 10.2 Amended and Restated Employment Agreement by and between Travel + Leisure Co. and Michael Hug, dated June 1, 2024 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRAVEL + LEISURE CO. By: /s/ Thomas M. Duncan Name: Thomas M. Duncan Title: Chief Accounting Officer Date: May 20, 2024