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 16, 2019
Wyndham Destinations, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-32876
20-0052541
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
6277 Sea Harbor Drive
Orlando, FL
(Address of Principal Executive Offices)
32821
(Zip Code)
 
 
(407) 626-5200 
(Registrant’s telephone number, including area code)
 
 
None 
(Former name or former address, if changed since last report)
 
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
WYND
New York Stock Exchange
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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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. ¨




Item 5.07             Submission of Matters to a Vote of Security Holders

(a)
Wyndham Destinations, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders on May 16, 2019 (the “Annual Meeting”).

(b)
At the Annual Meeting, five proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Proxy Statement.  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 2020 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
 
75,731,896
 
2,012,040
 
5,743,858
Michael D. Brown
 
76,938,161
 
805,775
 
5,743,858
James E. Buckman
 
76,350,201
 
1,393,735
 
5,743,858
George Herrera
 
75,790,583
 
1,953,353
 
5,743,858
Stephen P. Holmes
 
76,376,050
 
1,367,886
 
5,743,858
Denny Marie Post
 
77,242,692
 
501,244
 
5,743,858
Ronald L. Rickles
 
76,373,744
 
1,370,192
 
5,743,858
Michael H. Wargotz
 
75,706,712
 
2,037,224
 
5,743,858
 
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
71,893,604
 
5,751,565
 
98,767
 
5,743,858
 
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, 2019.
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
80,159,979
 
3,206,355
 
121,460
 
0

Proposal 4
 
The Company’s shareholders approved the Wyndham Destinations, Inc. 2018 Employee Stock Purchase Plan.
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
76,223,888
 
1,470,374
 
49,674
 
5,743,858









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Proposal 5
 
The Company’s shareholders did not approve the shareholder proposal regarding political contributions disclosure.
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
26,636,712
 
48,192,696
 
2,914,528
 
5,743,858


Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
Exhibit 10.1


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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.
 
 
WYNDHAM DESTINATIONS, INC.
 
 
 
By: /s/ Elizabeth E. Dreyer
 
Name: Elizabeth E. Dreyer
 
Title: Chief Accounting Officer
 
Date: May 20, 2019


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