Wyndham Hotels & Resorts (WH) Proxy filing summary

Executive summary

• The 2026 annual meeting is scheduled for May 14, 2026, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal on written consent rights.

• 2025 saw strong operational performance: 4% organic system-wide room growth, record signings, and a 3% increase in the development pipeline to 259,000 rooms.

• Financial highlights for 2025 include $193M net income, $353M adjusted net income, $718M adjusted EBITDA, and $433M adjusted free cash flow.

• $393M was returned to shareholders in 2025 via $127M in dividends and $266M in stock repurchases.

• The company emphasizes resilience, targeted investments, and technology initiatives, including AI-driven booking and guest engagement.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) advisory approval of executive compensation, (3) ratification of Deloitte as auditor, and (4) a shareholder proposal to allow action by written consent.

• The board recommends voting FOR proposals 1–3 and AGAINST proposal 4.

• The board opposes the written consent proposal, citing robust engagement and governance practices.

Board of directors and corporate governance

• The board consists of nine directors, seven of whom are independent; all directors stand for annual election.

• Board committees include Audit, Compensation, Corporate Governance, and Executive, all with independent members.

• The board separates the roles of Chair and CEO and maintains an independent Lead Director.

• Directors are selected for diverse skills in hospitality, finance, M&A, international business, and sustainability.

• Stockholder engagement reached 75% of outstanding shares in 2025.