wyn-20230517


Delaware	001-32876	20-0052541
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)


6277 Sea Harbor Drive
Orlando	Florida	32821
(Address of Principal Executive Offices)		(Zip Code)
	(407)	626-5200
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):

☐ 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))


Securities registered pursuant to Section 12(b) of the Act:
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).

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. ☐

(a)Travel + Leisure Co. (the “Company”) held its 2023 Annual Meeting of Shareholders on May 17, 2023 (the “Annual Meeting”).

(b)At the Annual Meeting, four proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2023 (the “Proxy Statement”) were submitted to the Company’s shareholders. The final voting results are as follows:

The Company’s shareholders elected the following Directors to serve for a term ending at the 2024 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	57,675,128	2,076,533	6,875,759
Michael D. Brown	58,642,442	1,109,219	6,875,759
James E. Buckman	56,247,722	3,503,939	6,875,759
George Herrera	57,144,714	2,606,947	6,875,759
Stephen P. Holmes	57,874,320	1,877,341	6,875,759
Lucinda C. Martinez	59,078,602	673,059	6,875,759
Denny Marie Post	57,642,647	2,109,014	6,875,759
Ronald L. Rickles	59,034,386	717,275	6,875,759
Michael H. Wargotz	57,027,126	2,724,535	6,875,759

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of our named executive officers in the Proxy Statement.

The Company’s shareholders voted, on a non-binding, advisory basis, in favor of holding an annual advisory vote on the compensation of our named executive officers.


One Year	Two Years	Three Years	Abstain	Broker Non-Votes
57,927,934	46,540	1,542,134	235,053	6,875,759

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, 2023.

(d)Consistent with its own recommendation with respect to Proposal 3, 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.


Exhibit No.			Description
104			Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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.


			TRAVEL + LEISURE CO.

			By: /s/ Thomas M. Duncan
			Name: Thomas M. Duncan
			Title: Chief Accounting Officer


Votes For	Votes Against	Abstain	Broker Non-Votes
54,617,813	4,817,353	316,495	6,875,759