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 10, 2017 (May 9, 2017)
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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1-32876 |
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20-0052541 |
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22 Sylvan Way |
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07054
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) Wyndham Worldwide Corporation (Company) held its 2017 Annual Meeting on May 9, 2017.
(b) At the 2017 Annual Meeting, five proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Company’s proxy statement filed with the Commission on March 29, 2017. 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 2018 annual meeting or until their respective successors are elected and qualified.
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Votes |
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Votes |
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Broker |
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Stephen P. Holmes |
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84,864,372 |
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2,601,257 |
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6,921,282 |
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Myra J. Biblowit |
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85,156,065 |
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2,309,564 |
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6,921,282 |
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Louise F. Brady |
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86,506,951 |
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958,678 |
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6,921,282 |
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James E. Buckman |
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86,654,448 |
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811,181 |
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6,921,282 |
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George Herrera |
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85,382,772 |
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2,082,857 |
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6,921,282 |
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The Right Honourable Brian Mulroney |
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85,016,489 |
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2,449,140 |
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6,921,282 |
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Pauline D.E. Richards |
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84,654,437 |
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2,811,192 |
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6,921,282 |
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Michael H. Wargotz |
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85,714,735 |
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1,750,894 |
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6,921,282 |
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Proposal 2
The Company’s shareholders approved, on an advisory basis, the compensation of our named executive officers in our proxy statement.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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70,582,274 |
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16,537,868 |
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345,487 |
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6,921,282 |
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Proposal 3
The Company’s shareholders voted, on an advisory basis, in favor of holding an annual advisory vote on the compensation of our named executive officers.
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One Year |
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Two years |
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Three Years |
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Abstain |
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80,438,675 |
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126,202 |
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6,718,850 |
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181,902 |
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After considering these results, and consistent with its own recommendation, the Company’s Board of Directors has determined to continue to provide the Company’s shareholders with an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.
Proposal 4
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, 2017.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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91,691,276 |
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2,548,225 |
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147,410 |
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0 |
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Proposal 5
The Company’s shareholders did not approve the shareholder proposal regarding political contributions disclosure.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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32,406,486 |
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53,467,722 |
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1,591,421 |
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6,921,282 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WYNDHAM WORLDWIDE CORPORATION |
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Date: May 10, 2017 |
By: |
/s/ Nicola Rossi |
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Nicola Rossi |