Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The amendments set forth in the Third Amended and Restated By-Laws, among other
things, (1) provide for "proxy access" that allows a stockholder, or a group of
up to twenty stockholders, owning at least three percent of the Company's
outstanding stock continuously for at least three years, to nominate and include
in the Company's annual meeting proxy materials director nominees constituting
up to the greater of two directors or twenty percent of the Board of Directors,
provided that the stockholders and director nominees satisfy the disclosure and
procedural requirements specified in the Third Amended and Restated By-Laws; (2)
revise procedures and disclosure requirements for the nomination of directors
and the submission of proposals for consideration at annual meetings of the
stockholders of the Company, including, among other things, adding a requirement
that a stockholder seeking to nominate director(s) at an annual meeting deliver
to the Company reasonable evidence that it has complied with the requirements of
Rule 14a-19 of the Securities Exchange Act of 1934, as amended, within eight
business days of the meeting; (3) revise the majority voting provision to
clarify when an election of directors will be deemed contested; (4) clarify the
power of the chair of a stockholder meeting to adjourn any meeting of
stockholders; (5) adopt a forum selection bylaw to provide that the
The foregoing summary of the Third Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated By-Laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
Exhibit No. Description Exhibit Third Amended and Restated By-Laws ofWyndham Hotels & Resorts, Inc. 3.1 adopted onJanuary 4, 2023 . Exhibit Cover Page Interactive Data File - the cover page interactive data file 104 does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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