SEC Comment Letter 0000000000-24-002601 to WYNDHAM HOTELS & RESORTS, INC. (WH) (CIK 0001722684) (WH)
WYNDHAM HOTELS & RESORTS, INC. (WH) (CIK 0001722684)
Date: March 8, 2024 · CIK: 0001722684 · Accession: 0000000000-24-002601
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38432
Letter
United States securities and exchange commission logo March 8, 2024 Daniel Wolf Partner, Kirkland & Ellis LLP Wyndham Hotels & Resorts, Inc. 601 Lexington Avenue New York, NY 10022 Re:Wyndham Hotels & Resorts, Inc. PREC14A filed February 26, 2024 File No. 001-38432 Dear Daniel Wolf: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. PREC14A filed February 26, 2024 General 1.We note your disclosure in the proxy statement and the letter to shareholders that Choice has provided notice of its intention to nominate a full slate of directors for election at the Annual Meeting. Please update your proxy disclosure to reflect that such nominations have occurred. How do I make a stockholder proposal for the 2024 Annual Meeting? , page 9 2.Revise the title of this section to reflect that it also contains information about deadlines for nominating directors for the 2025 Annual Meeting. Background of the Solicitation, page 11 3.Refer to the last paragraph on page 12. Expand to summarize the contents of the Choice letter of June 1, 2023 and how it purported to address Wyndham's concerns.
FirstName LastNameDaniel Wolf Comapany NameWyndham Hotels & Resorts, Inc. March 8, 2024 Page 2 FirstName LastName Daniel Wolf Wyndham Hotels & Resorts, Inc. March 8, 2024 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Laura McKenzie at 202-551-4568 or Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
March 8, 2024
Daniel Wolf
Partner, Kirkland & Ellis LLP
Wyndham Hotels & Resorts, Inc.
601 Lexington Avenue
New York, NY 10022
Re:Wyndham Hotels & Resorts, Inc.
PREC14A filed February 26, 2024
File No. 001-38432
Dear Daniel Wolf:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
PREC14A filed February 26, 2024
General
1.We note your disclosure in the proxy statement and the letter to shareholders that Choice
has provided notice of its intention to nominate a full slate of directors for election at the
Annual Meeting. Please update your proxy disclosure to reflect that such nominations
have occurred.
How do I make a stockholder proposal for the 2024 Annual Meeting? , page 9
2.Revise the title of this section to reflect that it also contains information about deadlines
for nominating directors for the 2025 Annual Meeting.
Background of the Solicitation, page 11
3.Refer to the last paragraph on page 12. Expand to summarize the contents of the Choice
letter of June 1, 2023 and how it purported to address Wyndham's concerns.
FirstName LastNameDaniel Wolf
Comapany NameWyndham Hotels & Resorts, Inc.
March 8, 2024 Page 2
FirstName LastName
Daniel Wolf
Wyndham Hotels & Resorts, Inc.
March 8, 2024
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Laura McKenzie at 202-551-4568 or Christina Chalk at
(202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions