Travel + Leisure (TNL) Proxy filing summary

Executive summary

• Achieved strong operational and financial performance in 2025, with $4.0B net revenue, $230M net income, and $990M adjusted EBITDA.

• Returned $449M to shareholders via dividends and share repurchases, and increased the dividend by 7% in Q1 2026.

• Advanced multi-brand strategy with new club launches and resort expansions, and invested in digital enhancements.

• Recognized for corporate responsibility, reducing water and emissions, and achieving tree-planting goals.

• Board and management express confidence in sustainable growth and long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders to vote on: election of nine directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for 2027 must follow detailed by-law procedures and deadlines.

Board of directors and corporate governance

• Board consists of nine nominees, 77.8% independent, with 44% diversity and an average tenure of 13.2 years.

• Board leadership structure separates Chairman and CEO roles, with a Lead Director providing independent oversight.

• Four standing committees: Audit, Compensation, Corporate Governance, and Executive, all key committees fully independent.

• Annual board and committee self-evaluations, director orientation, and ongoing education programs.

• Robust shareholder engagement program, including outreach to major investors on governance and compensation.