FORM 8-K
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 18, 2009 (May 12, 2009)
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-32876
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20-0052541 |
| (State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer |
| of Incorporation)
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Identification Number) |
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22 Sylvan Way
Parsippany, NJ
(Address of Principal
Executive Office)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Wyndham Worldwide Corporation 2009 Annual Meeting of Shareholders held on May 12, 2009, the
shareholders of Wyndham Worldwide Corporation (the “Company”), upon the recommendation of the
Company’s Board of Directors, approved the amendment and restatement of the Company’s 2006 Equity
and Incentive Plan (as amended and restated, the “Plan”) primarily for purposes of Section 162(m)
of the Internal Revenue Code of 1986. The Company’s Board of Directors had previously adopted the
Plan, subject to shareholder approval.
A brief summary of the Plan is included as part of the third proposal entitled “Proposal to Approve
the Amendment and Restatement of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan
Primarily for Purposes of Section 162(m) of the Internal Revenue Code” in the Company’s Proxy
Statement filed with the Securities and Exchange Commission on April 2, 2009. The summary of the
Plan contained in the Proxy Statement is qualified in its entirety by the full text of the Plan,
which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this report:
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| Exhibit No. |
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Description |
Exhibit 10.1
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Wyndham Worldwide Corporation 2006 Equity and
Incentive Plan (Amended and Restated as of May
12, 2009). |
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.
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WYNDHAM WORLDWIDE CORPORATION
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| Date: May 18, 2009 |
By: |
/s/ Virginia M. Wilson |
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Virginia M. Wilson |
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Chief Financial Officer |
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WYNDHAM WORLDWIDE CORPORATION
CURRENT REPORT ON FORM 8-K
Report dated May 18, 2009
EXHIBIT INDEX
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| Exhibit No. |
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Description |
Exhibit 10.1
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Wyndham Worldwide Corporation 2006 Equity and
Incentive Plan (Amended and Restated as of May
12, 2009). |