FALSE000136165812/31Travel & Leisure Co.00013616582021-02-172021-02-17
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): February 17, 2021
Travel + Leisure Co.
(Exact name of registrant as specified in its charter)
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Delaware | 001-32876 | 20-0052541 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
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6277 Sea Harbor Drive
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Orlando | Florida | 32821
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(Address of Principal Executive Offices)
| (Zip Code)
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| (407) | 626-5200 |
(Registrant’s telephone number, including area code) |
None (Former name or former address, if changed since last report) |
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | TNL | New York Stock Exchange |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 16, 2021, Travel + Leisure Co. (previously known as Wyndham Destinations, Inc.) (the “Company”) filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from “Wyndham Destinations, Inc.” to “Travel + Leisure Co.” (the “Amendment”). The Amendment was effective as of February 17, 2021. The Amendment is filed as Exhibit 3.1 hereto.
Additionally, effective as of February 17, 2021, the Company amended and restated its bylaws to reflect the change in its name from “Wyndham Destinations, Inc.” to “Travel + Leisure Co.” The Third Amended and Restated Bylaws of Travel + Leisure Co. are filed as Exhibit 3.2 hereto.
Item 7.01. Regulation FD Disclosure.
In connection with the Amendment, on February 17, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits. The following exhibit is furnished with this report:
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Exhibit No. | Description |
3.1 | |
3.2 | |
99.1 | |
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.
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| TRAVEL + LEISURE CO. |
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| By: /s/ Elizabeth E. Dreyer | |
| Name: Elizabeth E. Dreyer | |
| Title: Chief Accounting Officer | |
Date: February 17, 2021