UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 18, 2011 (May 12, 2011)
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
1-32876 (Commission File No.) |
20-0052541 (I.R.S. Employer Identification Number) |
| 22 Sylvan Way | ||
| Parsippany, NJ (Address of Principal Executive Office) |
07054 (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) Wyndham Worldwide Corporation (the “Company”) held its Annual Meeting of Shareholders on May 12, 2011.
(b) At the Annual Meeting, five 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 April 1, 2011. 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.
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 | ||||||||||
James E. Buckman |
146,821,877 | 3,288,030 | 9,647,806 | |||||||||
George Herrera |
145,207,177 | 4,902,730 | 9,647,806 | |||||||||
Proposal 2
The Company’s shareholders approved, on an advisory basis, the compensation of our named executive officers.
The Company’s shareholders approved, on an advisory basis, the compensation of our named executive officers.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
131,190,931
|
18,826,606 | 92,370 | 9,647,806 |
Proposal 3
The Company’s shareholders voted, on an advisory basis, in favor of holding an annual advisory vote on the compensation of our named executive officers.
The Company’s shareholders voted, on an advisory basis, in favor of holding an annual advisory vote on the compensation of our named executive officers.
| One Year | Two Years | Three Years | Abstain | |||
| 141,226,472 | 205,143 | 8,566,435 | 111,857 |
Proposal 4
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, 2011.
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, 2011.
| Votes For | Votes Against | Abstain | ||
| 152,804,791 | 6,776,646 | 176,276 |
Proposal 5
The Company’s shareholders approved the shareholder proposal concerning the elimination of our classified Board of Directors.
The Company’s shareholders approved the shareholder proposal concerning the elimination of our classified Board of Directors.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 119,329,192 | 30,590,259 | 190,456 | 9,647,806 |
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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 |
||||
| By: | /s/ Nicola Rossi | |||
| Date: May 18, 2011 | Nicola Rossi | |||
| Chief Accounting Officer | ||||
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