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) May 18, 2010 (May 13, 2010)
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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1-32876
(Commission File No.)
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20-0052541
(I.R.S. Employer
Identification Number) |
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22 Sylvan Way
Parsippany, NJ
(Address of Principal
Executive Office)
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07054
(Zip Code) |
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. |
At the Wyndham Worldwide Corporation 2010 Annual Meeting of Shareholders held on May 13, 2010, the
shareholders of Wyndham Worldwide Corporation (the “Company”), upon the recommendation of the
Company’s Board of Directors, approved the amendment of the Company’s 2006 Equity and Incentive
Plan (amended and restated as of May 12, 2009) (the “Plan Amendment”). The Company’s Board of
Directors had previously adopted the Plan Amendment, subject to shareholder approval.
A brief summary of the Plan Amendment is included as part of the third proposal entitled “Proposal
to Approve an Amendment to the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan
(amended and restated as of May 12, 2009)” in the Company’s proxy statement filed with the
Commission on April 1, 2010. The description of the Plan Amendment contained in the proxy
statement is qualified in its entirety by the full text of the Plan Amendment, which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders on May 13, 2010. At the Annual Meeting, three
proposals were submitted to, and approved by, the Company’s shareholders. The proposals are
described in more detail in the Company’s proxy statement filed with the Commission on April 1,
2010. The final voting results were as follows:
Proposal 1
The Company’s shareholders elected the following Directors to serve for a term ending at the 2013
Annual Meeting or until their respective successors are elected and qualified.
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Votes For |
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Votes Withheld |
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The Right Honourable Brian Mulroney |
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144,013,327 |
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6,569,874 |
Michael H. Wargotz |
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149,388,432 |
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1,194,769 |
Proposal 2
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, 2010.
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| Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
161,646,442 |
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1,588,682 |
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170,019 |
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-0- |
Proposal 3
The Company’s shareholders approved the amendment of the Wyndham Worldwide Corporation 2006 Equity
and Incentive Plan (as amended and restated as of May 12, 2009).
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| Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
85,583,983 |
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64,939,535 |
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59,683 |
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12,821,942 |
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed with this report:
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| Exhibit No. |
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Description |
| Exhibit 10.1
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Amendment to the Wyndham
Worldwide Corporation 2006
Equity and Incentive Plan
(amended and restated as
of May 12, 2009). |