UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 8, 2009 (September 8, 2009)
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-32876
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20-0052541 |
| (State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer |
| of Incorporation)
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Identification Number) |
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| 22 Sylvan Way
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07054 |
| Parsippany, NJ
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(Zip Code) |
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| Executive Office) |
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Registrant’s Telephone Number, Including Area Code: (973) 753-6000
None
(Former
Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 8, 2009, Wyndham Worldwide Corporation (the “Company”) issued a press release
announcing that Thomas Conforti, age 50, has been appointed Chief Financial Officer of the Company.
In connection with Mr. Conforti’s appointment as Chief Financial Officer, the Company has entered
into an employment agreement with Mr. Conforti. Mr. Conforti’s agreement has a three-year term
ending on September 8, 2012. Mr. Conforti’s agreement provides for a minimum base salary of
$525,000, an annual incentive award with a target amount equal to 100% of his base salary (subject
to certain terms and conditions, including the Company’s attainment of performance goals
established by the Company’s Compensation Committee), 2009 annual incentive compensation equal to
$175,000, an initial grant of restricted stock units with an aggregate grant date value equal to
$1,500,000, vesting in equal installments on each of the first four anniversaries of the grant
date, additional grants of long-term incentive awards on terms as determined by the Company’s
Compensation Committee and subject to the Company’s Amended and Restated 2006 Equity and Incentive
Plan, and employee benefits and perquisites generally available to the Company’s executive
officers.
Mr. Conforti’s agreement provides that if his employment is terminated by the Company without
“cause” or due to a “constructive discharge” (each, as defined in the agreement), he will be
entitled to a lump-sum payment equal to 200% of the sum of (i) his then-current base salary, plus
(ii) an amount equal to the highest annual incentive compensation award paid to Mr. Conforti with
respect to the three years immediately preceding the year in which his employment is terminated
(but in no event will the amount in clause (ii) exceed 100% of Mr. Conforti’s then-current base
salary or be less than $525,000). In addition, in the event of a termination of employment without “cause” or due to a
“constructive discharge,” (i) all of Mr. Conforti’s then-outstanding time-based equity awards that
would otherwise vest within one year following termination will vest and any such award that is a
stock option or stock appreciation right will remain exercisable until the earlier of two years
following termination and the original expiration date of such award, and (ii) all of Mr.
Conforti’s performance-based long term incentive awards (including restricted stock units but
excluding stock options and stock appreciation rights) will vest and be paid on a pro-rata basis,
subject to the achievement of the applicable performance goals, based upon the portion of the full
performance period during which Mr. Conforti was employed by the Company plus 12 months (or, if
less, assuming employment for the entire performance period remaining after Mr. Conforti’s
termination).
The agreement provides for customary restrictive covenants including non-competition and
non-solicitation covenants effective during the period of employment and (i) for one year following
termination of employment, if Mr. Conforti’s employment terminates for any reason after expiration
of the term of the employment agreement, or (ii) for two years following termination of employment
for any reason, if Mr. Conforti’s employment terminates during the three-year term of the
employment agreement.
Prior to joining the Company, from 2002 to 2008, Mr. Conforti was the chief financial officer of
DineEquity Inc., the publicly-held company which is the franchisor and operator of restaurants
under the Applebee’s Neighborhood Grill & Bar and IHOP brands. Earlier in his career, Mr. Conforti
held a number of general management, financial and strategic roles over a ten-year period in the
Consumer Products Division of the Walt Disney Company. He also held numerous finance and strategy
roles within the College Textbook Publishing Division of CBS and the Soft Drink Division of
Pepsico. Mr. Conforti earned a B.A. in Economics from the University of Connecticut and an M.B.A.
from New York University.
A copy of the press release announcing Mr. Conforti’s appointment is furnished herewith as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this report.
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| Exhibit No. |
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Description |
Exhibit 99.1
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Press Release, dated September
8, 2009, announcing the
appointment of Thomas G.
Conforti as Chief Financial
Officer. |