0001193125-13-227866.txt : 20130520 0001193125-13-227866.hdr.sgml : 20130520 20130520161858 ACCESSION NUMBER: 0001193125-13-227866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130514 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130520 DATE AS OF CHANGE: 20130520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNDHAM WORLDWIDE CORP CENTRAL INDEX KEY: 0001361658 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 200052541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32876 FILM NUMBER: 13858598 BUSINESS ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-428-9700 MAIL ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 8-K 1 d540325d8k.htm FORM 8-K Form 8-K

 

 

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 20, 2013 (May 14, 2013)

 

 

Wyndham Worldwide Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-32876  

20-0052541

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

22 Sylvan Way

Parsippany, NJ

   07054

(Address of Principal

Executive Offices)

   (Zip Code)

Registrant’s telephone number, including area code (973) 753-6000

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:

 

¨ 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))

 

 

 

Item 5.02 Compensatory Arrangements of Certain Officers.

On May 16, 2013, Wyndham Worldwide Corporation (the “Company”) entered into Amendment No. 4 to Employment Agreement with Stephen P. Holmes, the Company’s Chairman and Chief Executive Officer. The amendment extends Mr. Holmes’ employment with the Company for a period of two years from the termination date under his current agreement of July 31, 2013 to July 31, 2015 and includes an administrative clarification. Except as indicated herein, all other terms of the employment agreement remain in effect.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 2013 Annual Meeting on May 14, 2013.

(b) At the 2013 Annual Meeting, three proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Company’s proxy statement filed with the Commission on March 29, 2013. 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 2014 annual meeting or until their respective successors are elected and qualified.

 

     Votes For      Votes Withheld      Broker Non-Votes  

The Right Honourable Brian Mulroney

      102,293,437         12,625,913         7,183,190   

Michael H. Wargotz

      113,189,034         1,730,316         7,183,190   

Proposal 2:

The Company’s shareholders approved, on an advisory basis, the compensation of our named executive officers in our proxy statement.

 

Votes For     Votes Against     Abstain     Broker Non-Votes  
  100,042,515        13,893,242        983,593        7,183,190   

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, 2013.

 

Votes For     Votes Against     Abstain  
  118,114,488        3,678,814        309,238   

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WYNDHAM WORLDWIDE CORPORATION

Date: May 20, 2013

  

By:

  

/s/ Nicola Rossi

   

Nicola Rossi

Chief Accounting Officer