Wyndham Worldwide Corporation (NYSE:WYN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April6, 2018, Wyndham Worldwide Corporation (Wyndham Worldwide) reported certain actions to be taken in connection with its previously disclosed spin-off transaction (Transaction). As previously announced, the Transaction is expected to result in two separate, publicly traded companies. As a result of the Transaction, Wyndham Worldwide’s hotel group business will become a new publicly traded hotel franchising and management company, Wyndham Hotels& Resorts,Inc. (Wyndham Hotels). Wyndham Worldwide’s vacation ownership business is expected to be combined with its destination network business and be renamed to create Wyndham Destinations Inc. (Wyndham Destinations) as a result of the Transaction. Wyndham Worldwide expects to complete the Transaction in the second quarter of 2018.
As previously announced, subject to completion of the Transaction, Stephen P. Holmes will cease serving as CEO of Wyndham Worldwide effective upon the completion of the Transaction and will become the Non-Executive Chairman of the board of directors of Wyndham Destinations and the board of directors of Wyndham Hotels. It is expected that Wyndham Worldwide will enter into a separation and release agreement with Mr.Holmes in connection with his cessation of employment as our CEO. For information regarding disclosure required to Regulation S-K 404(a), see Wyndham Worldwide’s proxy statement filed on April6, 2018 under the heading “Related Party Transactions”.
Subject to completion of the Transaction, as previously announced, Michael D. Brown, who serves as the chief executive officer of our vacation ownership business, will be appointed as CEO of Wyndham Destinations, and Geoffrey A. Ballotti, who serves as the chief executive officer of our hotel business, will be appointed as CEO of Wyndham Hotels. It is expected that Mr.Brown and Mr.Ballotti will enter into new employment agreements in connection with their appointments. Biographical information regarding Mr.Brown and Mr.Ballotti can be found in Item 10 of Wyndham Worldwide’s Annual Report on Form10-K for the year ended December31, 2017.
In addition, Gail Mandel, who serves as chief executive officer of Wyndham Worldwide’s destination network business, will cease employment with Wyndham Worldwide upon the later of the completion of the Transaction and the closing of the previously announced sale of Wyndham Worldwide’s European vacation rentals business subject to conditions to be agreed upon. The Transaction and the sale are each anticipated to occur in the second quarter of 2018 subject to conditions. It is expected that Wyndham Worldwide will enter into a separation and release agreement with Ms.Mandel in connection with her cessation of employment.