Wyndham Hotels & Resorts Inc

This proposal is an annual, non-binding advisory vote (Say-on-Pay) asking shareholders to approve the Company’s named executive officer compensation as described in the CD&A and related tables. Management frames the program as pay-for-performance, with a heavy equity mix (RSUs and PSUs) that vests over multi-year periods, annual incentives tied to Adjusted EBITDA and Global Net Room Growth, and PSU payouts tied to cumulative adjusted EBIT per share, to align management incentives with both near-term operating performance and medium-term value creation. The Compensation Committee uses peer benchmarking and consultant analysis, employs caps on annual incentives, and retains discretion (including positive/negative adjustments) to address unusual outcomes — actions it exercised for 2025 bonus determinations. The program includes governance safeguards such as a clawback policy, stock ownership guidelines, prohibition on hedging/pledging and a majority voting standard for director elections. Management solicited extensive stockholder engagement and reports strong say-on-pay support in 2025, which it uses to justify continuing the program design. As an advisory resolution, it does not bind the Board but serves as an important signal; management requests a FOR vote to endorse their compensation philosophy, retention incentives, and alignment of pay with strategic metrics. The Board’s recommendation emphasizes that executive compensation is integral to attracting and retaining leadership and to driving long-term stockholder value while mitigating excessive risk through plan design and committee oversight.

The stockholder proposal asks the Board to restore the right of stockholders to act by written consent at a threshold equal to the votes required at a meeting with all shares present and voted — a governance mechanism proponents argue enables quicker, between-meeting actions and enhances accountability. The proponent, The Accountability Board (TAB), frames the change as consistent with best practices and cites proxy advisory firms and large asset managers (ISS, Glass Lewis, BlackRock, Vanguard, State Street, Fidelity) as supportive of the right as a tool for shareholder engagement and accountability, also listing numerous large companies that permit written consent. Management counters that Wyndham already maintains robust engagement and governance tools (annual director elections, proxy access, majority voting, clawbacks, independent committees, stock ownership guidelines) and contends that written consent can be easily abused by activists, increase costs, and secretly disenfranchise many shareholders by enabling off-cycle campaigns that bypass transparent, meeting-based processes. The Board emphasizes that written consent is uncommon among similarly sized peers and that meetings ensure notice, disclosure, debate, the ability for shareholders to hear opposing views and to change votes prior to action — protections that written consents lack. In effect, the proposal pits a governance argument for expanded shareholder rights and quicker remediation against the Board’s caution about process, transparency and potential for activist exploitation. Given this dispute, the Board recommends voting AGAINST while continuing engagement with major holders; the outcome would signal investor preference on whether Wyndham should adopt written-consent capability despite the Board’s concerns.