Form 8-K

8-K — WYNDHAM HOTELS & RESORTS, INC.

Accession: 0001140361-26-021771

Filed: 2026-05-18

Period: 2026-05-13

CIK: 0001722684

SIC: 7011 (HOTELS & MOTELS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20073914_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20073914_ex99-1.htm)

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8-K

8-K (Primary)

Filename: ef20073914_8k.htm · Sequence: 1

false000172268400017226842026-05-132026-05-13

UNITED STATES

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

Date of Report (Date of earliest event reported): May 13, 2026

Wyndham Hotels & Resorts, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-38432

82-3356232

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

22 Sylvan Way

Parsippany, New Jersey

07054

(Address of principal

executive offices)

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On May 18, 2026, Geoff Ballotti, President and Chief Executive Officer of Wyndham Hotels & Resorts, Inc., sent a message to all team members disclosing he will be

undergoing treatment for Multiple Myeloma. During this time, he plans to continue working largely as normal. A copy of his message is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2026 (the “Effective Date”), Nicola Rossi, Chief Accounting Officer of Wyndham Hotels & Resorts, Inc. (the “Company”), will depart from the Company. The

Company and Mr. Rossi agreed to the final date of his departure on May 13, 2026. To facilitate a smooth transition, Mr. Rossi will continue in his role as Chief Accounting Officer until the Effective Date. As of the Effective Date, Christopher

Androski, age 52, who is currently the Company’s Senior Vice President and Controller, will assume the role of Chief Accounting Officer.

Mr. Androski has served as the Company’s Senior Vice President and Controller since May 2018. Prior to that, Mr. Androski served as Senior Vice President and Controller

of Wyndham Hotel Group from June 2015 to May 2018, Vice President and Controller of Wyndham Hotel Group from May 2013 to May 2015 and Vice President and Assistant Controller of Wyndham Hotel Group from March 2008 to April 2013. From September 2006 to

February 2008, Mr. Androski served as Senior Director and Controller of Galileo Americas, a subsidiary of Travelport. From 2001 to 2005, Mr. Androski served as Director, Corporate Audit of Cendant Corporation. Mr. Androski began his career as an

independent auditor at Arthur Anderson.

There are no transactions between Mr. Androski and the Company that would be reportable under Item 404(a) of Regulation S-K and there is no arrangement or understanding

with any person pursuant to which Mr. Androski was selected as an executive officer.

Item 5.07. Submission

of Matters to a Vote of Security Holders.

(a) The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026.

(b) At the Annual Meeting, the four proposals described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission

on March 25, 2026 (the “Proxy Statement”) were submitted to the Company’s stockholders and the final voting results are provided below.

Proposal 1

The Company’s stockholders elected each of the nine Director nominees described in the Proxy Statement to serve for a term ending at the 2027 annual meeting of

stockholders, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification, death or removal. The election results for each of the Company’s Directors

are set forth below.

Director Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

Geoffrey A. Ballotti

63,889,817

59,659

23,532

5,492,330

Myra J. Biblowit

63,087,354

844,353

41,301

5,492,330

James E. Buckman

63,741,995

190,068

40,945

5,492,330

Bruce B. Churchill

63,043,711

905,259

24,038

5,492,330

Mukul V. Deoras

63,790,666

147,571

34,771

5,492,330

Stephen P. Holmes

63,478,693

471,001

23,314

5,492,330

Alexandra A. Jung

63,816,612

131,733

24,663

5,492,330

Ronald L. Nelson

63,827,237

121,392

24,379

5,492,330

Pauline D.E. Richards

63,768,299

152,943

51,766

5,492,330

Proposal 2

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers described in the Proxy Statement as set forth below.

Votes for Approval:

54,328,340

Votes Against:

9,548,555

Abstentions:

96,113

Broker Non-Votes:

5,492,330

Proposal 3

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending

December 31, 2026 as set forth below.

Votes for Approval:

69,010,644

Votes Against:

428,101

Abstentions:

26,593

Broker Non-Votes:

Inapplicable

Proposal 4

The Company’s stockholders voted in favor of the stockholder proposal regarding stockholder ability to act by written consent.

Votes for Approval:

40,181,784

Votes Against:

23,709,518

Abstentions:

81,706

Broker Non-Votes:

5,492,330

(d) Not applicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit 99.1

Message from Geoff Ballotti, President and Chief Executive Officer

104

Interactive Data File (embedded within the Inline XBRL document)

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 HOTELS & RESORTS, INC.

Date: May 18, 2026

By:

/s/ Paul F. Cash

Paul F. Cash

General Counsel & Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20073914_ex99-1.htm · Sequence: 2

Exhibit 99.1

To: All Team Members

Subject: A personal update

Dear Wyndham Team,

While I try to never use the word “I” in a communication… today I am sharing some very personal news. Last week, I was diagnosed with Multiple Myeloma, a highly

treatable form of bone cancer. After experiencing ongoing chest and back pain over the past two months from what I thought was an exercise injury, ongoing tests revealed a more serious diagnosis. The good news is that my prognosis is favorable, and I

feel unbelievably blessed and incredibly lucky that it was caught as early as it was.

Treatment began last week at Beth Israel/Dana-Farber in Boston, one of the world’s leading cancer centers. So far, I feel well. My doctors have begun a clear and

targeted treatment plan and have assured me that I can continue working largely as I normally do. I’ll pull back on travel but intend to stay fully engaged. Our Board was notified last week and supports this approach.

What gives me the greatest confidence right now (beyond the incredible medical team that will continue to look after me) is all of you, who continue to deliver our

owner-first Count-on-Me service day-in and day-out. We’re off to a strong start this year and are enthusiastic about the opportunities that lie ahead and our ability to deliver outstanding value for our franchisees, guests, shareholders, and each

other. As I approach my 20th year with the team and franchisee group I love working with more than any other – I’m incredibly confident that with your support for each other and our senior leaders, we’ll continue to deliver great things.

As always, thank you for all you do and please never hesitate to reach out to me if I can ever help any of you in any way.

Sincerely,

Geoff

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