SEC Company Response from Travel & Leisure (TNL) — Jul 15, 2010
Travel & Leisure Co.
Date: July 15, 2010 · CIK: 0001361658 · Accession: 0000950123-10-065617
AI Filing Summary & Sentiment
File numbers found in text: 001-32876
Referenced dates: July 6, 2010, June 8, 2010
Letter
Via EDGAR AND HAND DELIVERY Division of Corporation Finance Filed February 19, 2010 Schedule 14A Filed April 1, 2010 File No. 001-32876
Dear Mr. Rothenberg and Ms. Barros:
On behalf of Wyndham Worldwide Corporation (the “Company”, “we” and “our”), we transmit herewith for consideration by the staff of the Securities and Exchange Commission (the “Staff”) our response to the comments issued in a comment letter dated July 6, 2010 (the “Comment Letter”) relating to Schedule 14A filed by the Company on April 1, 2010. For ease of reference and to facilitate the Staff’s review, the heading and numbered paragraphs of this letter correspond to the heading and paragraph numbers contained in the Comment Letter and we have reproduced the text of the Staff’s comment in bold.
We are available at your convenience to discuss these responses with you.
July 14, 2010
Page 2
Schedule 14A
Shareholder Voting for Election of Directors, page 16
1.
We note your response to comment 2 of our letter dated June 8, 2010. Please revise your proposed disclosure to focus it on the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director rather than simply stating the attributes of each director or director nominee. In other words, specifically state why each person was selected to be a member of your board of directors. Please see Item 401(e)(1) of Regulation S-K. Please provide this disclosure in future filings and tell us how you plan to comply.
RESPONSE:
In response to the Staff’s comment, in the 2011 proxy statement we will include a more detailed discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that a particular director or nominee should serve as Director. Set forth below is an example of the more detailed discussion that we would propose to include in the 2011 proxy statement (to the extent applicable).
As a former director of Cendant and a Director of Wyndham Worldwide, Ms. Biblowit has gained a broad understanding of Wyndham Worldwide’s business, operations and culture. Ms. Biblowit’s exceptional leadership experience with iconic research, educational and cultural institutions provides a unique perspective to the Board. As President of The Breast Cancer Research Foundation, Ms. Biblowit brings to the Board marketing skills and a commitment to supporting our communities that add significant value to the Board’s contribution to our success. Ms. Biblowit’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Biblowit should serve as our Director.
Mr. Buckman brings to the Board exceptional leadership, experience and perspective necessary to be our Lead Director. As a former director, Vice Chairman and General Counsel of Cendant and a Director of Wyndham Worldwide, Mr. Buckman has deep experience with Wyndham Worldwide’s business and operations. Mr. Buckman serves as Vice Chairman and General Counsel of leading hedge fund manager York Capital Management, contributing valuable cross-industry experience and depth of knowledge. Mr. Buckman’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Buckman should serve as our Director.
Mr. Herrera provides the Board with exceptional leadership and management knowledge. As a former Cendant director and a Director and Chair of the Corporate Governance Committee of Wyndham Worldwide, Mr. Herrera has gained a broad understanding of the role of the Board in our operations. Mr. Herrera’s service as chief executive officer
July 14, 2010
Page 3
of multidisciplinary management firm Herrera-Cristina Group, Ltd. contributes extensive and varied management, finance and corporate governance experience. His service as President and CEO of the U.S. Hispanic Chamber of Commerce brings valuable government relations expertise to the Board. Mr. Herrera’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Herrera should serve as our Director.
Mr. Holmes’ exceptional day-to-day leadership as our CEO provides him with detailed strategic perspective and knowledge of our operations and industry that are critical to the Board’s effectiveness. He possesses extensive public company management experience and is widely recognized as a visionary leader in the global hospitality industry. Under Mr. Holmes’ leadership, we have focused our business on, among other things, generating significant cash flow and building world-renowned hospitality brands, all of which increase shareholder value. Mr. Holmes’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Holmes should serve as our Director.
Mr. Mulroney brings exceptional leadership, experience and expertise to the Board. His extensive service as a former Cendant director and a Director of Wyndham Worldwide provides the Board with knowledge of the Company’s business and strategy as well as a historical perspective on our growth and operations. Mr. Mulroney’s service as the Prime Minister of Canada brings to the Board valuable leadership and international business and government relations expertise. He is Senior Partner of renowned international law firm Olgivy Renault, contributing valuable legal experience to the Board. As a director for other multi-national companies, Mr. Mulroney offers valuable perspectives on board operations as well. Mr. Mulroney’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Mulroney should serve as our Director.
Ms. Richards’ extensive financial background and exceptional leadership experience provide the Board with financial accounting and management expertise and perspectives. Her service as a former Cendant director and as a Director and member of the Audit Committee of Wyndham Worldwide brings to the Board valuable experience on financial reporting matters that are critical to the Board’s oversight role. Ms. Richards’ service as a CFO and treasurer of leading finance companies allows her to offer important insights into the role of finance in our business and strategy. Ms. Richards’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Richards should serve as our Director.
Mr. Wargotz’s senior management experience with Axcess Ventures, an affiliate of Axcess Luxury and Lifestyle, The Milestone Aviation Group and NetJets brings to the Board financial expertise and branding knowledge. As Chair of the Audit Committee of Wyndham Worldwide, he contributes financial reporting and compliance expertise and perspective. Mr. Wargotz’s experience as President and CEO of Cendant’s Lifestyle Division, CFO of Cendant’s Alliance Marketing Segment and Senior Vice President of
July 14, 2010
Page 4
Cendant’s business development function provides the Board with exceptional leadership and branding and development expertise in areas that are critical to our business. Mr. Wargotz’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Wargotz should serve as our Director.
* * *
The Company acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in its filings;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and
•
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact me should you require further information or have any questions.
Very truly yours,
/s/ Thomas G. Conforti
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22 Sylvan Way
Parsippany, NJ 07054
July 14, 2010
Via EDGAR AND HAND DELIVERY
Philip L. Rothenberg
Sonia Barros
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Wyndham Worldwide Corporation
Form 10-K for the Year Ended December 31, 2009
Filed February 19, 2010
Schedule 14A
Filed April 1, 2010
File No. 001-32876
Dear Mr. Rothenberg and Ms. Barros:
On behalf of Wyndham Worldwide Corporation (the “Company”, “we” and
“our”), we transmit herewith for consideration by the staff of the Securities and Exchange
Commission (the “Staff”) our response to the comments issued in a comment letter dated July
6, 2010 (the “Comment Letter”) relating to Schedule 14A filed by the Company on April 1,
2010. For ease of reference and to facilitate the Staff’s review, the heading and numbered
paragraphs of this letter correspond to the heading and paragraph numbers contained in the Comment
Letter and we have reproduced the text of the Staff’s comment in bold.
We are available at your convenience to discuss these responses with you.
July 14, 2010
Page 2
Schedule 14A
Shareholder Voting for Election of Directors, page 16
1.
We note your response to comment 2 of our letter dated June 8, 2010. Please revise
your proposed disclosure to focus it on the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should serve as a director
rather than simply stating the attributes of each director or director nominee. In other
words, specifically state why each person was selected to be a member of your board of
directors. Please see Item 401(e)(1) of Regulation S-K. Please provide this disclosure
in future filings and tell us how you plan to comply.
RESPONSE:
In response to the Staff’s comment, in the 2011 proxy statement we will include a more detailed
discussion of the specific experience, qualifications, attributes or skills that led to the
conclusion that a particular director or nominee should serve as Director. Set forth below is an
example of the more detailed discussion that we would propose to include in the 2011 proxy
statement (to the extent applicable).
As a former director of Cendant and a Director of Wyndham Worldwide, Ms. Biblowit has gained a
broad understanding of Wyndham Worldwide’s business, operations and culture. Ms. Biblowit’s
exceptional leadership experience with iconic research, educational and cultural institutions
provides a unique perspective to the Board. As President of The Breast Cancer Research Foundation,
Ms. Biblowit brings to the Board marketing skills and a commitment to supporting our communities
that add significant value to the Board’s contribution to our success. Ms. Biblowit’s specific
experience, qualifications, attributes and skills described above led the Board to conclude that
Ms. Biblowit should serve as our Director.
Mr. Buckman brings to the Board exceptional leadership, experience and perspective necessary to be
our Lead Director. As a former director, Vice Chairman and General Counsel of Cendant and a
Director of Wyndham Worldwide, Mr. Buckman has deep experience with Wyndham Worldwide’s business
and operations. Mr. Buckman serves as Vice Chairman and General Counsel of leading hedge fund
manager York Capital Management, contributing valuable cross-industry experience and depth of
knowledge. Mr. Buckman’s specific experience, qualifications, attributes and skills described
above led the Board to conclude that Mr. Buckman should serve as our Director.
Mr. Herrera provides the Board with exceptional leadership and management knowledge. As a former
Cendant director and a Director and Chair of the Corporate Governance Committee of Wyndham
Worldwide, Mr. Herrera has gained a broad understanding of the role of the Board in our operations.
Mr. Herrera’s service as chief executive officer
July 14, 2010
Page 3
of multidisciplinary management firm Herrera-Cristina Group, Ltd. contributes extensive and varied management, finance and corporate
governance experience. His service as President and CEO of the U.S. Hispanic Chamber of Commerce
brings valuable government relations expertise to the Board. Mr. Herrera’s specific experience,
qualifications, attributes and skills described above led the Board to conclude that Mr. Herrera
should serve as our Director.
Mr. Holmes’ exceptional day-to-day leadership as our CEO provides him with detailed strategic
perspective and knowledge of our operations and industry that are critical to the Board’s
effectiveness. He possesses extensive public company management experience and is widely
recognized as a visionary leader in the global hospitality industry. Under Mr. Holmes’ leadership,
we have focused our business on, among other things, generating significant cash flow and building
world-renowned hospitality brands, all of which increase shareholder value. Mr. Holmes’ specific
experience, qualifications, attributes and skills described above led the Board to conclude that
Mr. Holmes should serve as our Director.
Mr. Mulroney brings exceptional leadership, experience and expertise to the Board. His extensive
service as a former Cendant director and a Director of Wyndham Worldwide provides the Board with
knowledge of the Company’s business and strategy as well as a historical perspective on our growth
and operations. Mr. Mulroney’s service as the Prime Minister of Canada brings to the Board
valuable leadership and international business and government relations expertise. He is Senior
Partner of renowned international law firm Olgivy Renault, contributing valuable legal experience
to the Board. As a director for other multi-national companies, Mr. Mulroney offers valuable
perspectives on board operations as well. Mr. Mulroney’s specific experience, qualifications,
attributes and skills described above led the Board to conclude that Mr. Mulroney should serve as
our Director.
Ms. Richards’ extensive financial background and exceptional leadership experience provide the
Board with financial accounting and management expertise and perspectives. Her service as a former
Cendant director and as a Director and member of the Audit Committee of Wyndham Worldwide brings to
the Board valuable experience on financial reporting matters that are critical to the Board’s
oversight role. Ms. Richards’ service as a CFO and treasurer of leading finance companies allows
her to offer important insights into the role of finance in our business and strategy. Ms. Richards’ specific experience,
qualifications, attributes and skills described above led the Board to conclude that Ms. Richards
should serve as our Director.
Mr. Wargotz’s senior management experience with Axcess Ventures, an affiliate of Axcess Luxury and
Lifestyle, The Milestone Aviation Group and NetJets brings to the Board financial expertise and
branding knowledge. As Chair of the Audit Committee of Wyndham Worldwide, he contributes financial
reporting and compliance expertise and perspective. Mr. Wargotz’s experience as President and CEO
of Cendant’s Lifestyle Division, CFO of Cendant’s Alliance Marketing Segment and Senior Vice
President of
July 14, 2010
Page 4
Cendant’s business development function provides the Board with exceptional leadership and branding
and development expertise in areas that are critical to our business. Mr. Wargotz’s specific
experience, qualifications, attributes and skills described above led the Board to conclude that
Mr. Wargotz should serve as our Director.
* * *
The Company acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
•
the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Please contact me should you require further information or have any questions.
Very truly yours,
/s/ Thomas G. Conforti
Thomas G. Conforti
Chief Financial Officer
Wyndham Worldwide Corporation