8-K
WYNDHAM HOTELS & RESORTS, INC. (WH)
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) November 13, 2025
Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-38432 | 82-3356232 | |
|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) | |
| 22 Sylvan Way | |||
| Parsippany, | New Jersey | 07054 | |
| (Address of principal <br>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 | WH | 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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2025, upon the recommendation of the Corporate Governance Committee, the Board of Directors (the "Board") of Wyndham Hotels & Resorts, Inc. (the "Company") increased the size of the Board to nine members and appointed Alexandra A. Jung to the Board to serve as a director for a term expiring at the Company’s 2026 annual meeting of stockholders. Ms. Jung was also appointed to serve on the Audit Committee and the Corporate Governance Committee. Ms. Jung will receive compensation for her service as a director consistent with the Company’s other non-employee directors as described under “Compensation of Directors” in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on March 27, 2025.
The Board affirmatively determined that Ms. Jung is independent under the guidelines set forth in the Company’s Director Independence Criteria and under applicable New York Stock Exchange rules and Rule 10A-3 of the Securities Exchange Act of 1934.
There are no transactions between Ms. Jung 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 Ms. Jung was selected as a director.
Item 8.01. Other Events.
On November 17, 2025, the Company issued a press release announcing the appointment of Ms. Jung as a director. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| Exhibit 99.1 | Press Release of Wyndham Hotels & Resorts, Inc., dated November 17, 2025 |
| Exhibit 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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: November 17, 2025 | By: | /s/ Paul F. Cash |
| Paul F. Cash<br>General Counsel & Corporate Secretary |
Document
Wyndham Hotels & Resorts Appoints
Alexandra A. Jung to Board of Directors
PARSIPPANY, N.J. (November 17, 2025) – Wyndham Hotels & Resorts (NYSE: WH), the world’s largest hotel franchisor, today appointed Alexandra A. Jung to its Board of Directors. Ms. Jung will serve as a member of the Corporate Governance and Audit Committees.
“With vast experience across oceans and corporate sectors, Alex is an experienced business builder and leader with deep global portfolio management, international investment and operational experiences. Her addition to Wyndham’s Board of Directors will help us continue positioning Wyndham for sustained growth as we make hotel travel possible for all."
| - Stephen P. Holmes, Chairman of the Board, Wyndham Hotels & Resorts |
|---|
With more than 25 years of experience in investment management, Ms. Jung brings knowledge across an array of sectors including hotel and leisure, power, consumer, industrials, transport, energy, healthcare and real estate. She currently serves as Co-Founder and Managing Partner of Amateras Capital & Head of Private Debt Funds and Partner at AEA Investors, a pioneer in the private equity industry.
Previously, Ms. Jung was Partner & Head of European Investments at Oak Hill Advisors in London and New York, where she led the build out of the firm’s European business and portfolio and held global portfolio management roles. During her tenure at Goldman Sachs in New York and London she led investments in the firm’s European Special Situations Group, focused on credit and equity investing in US Transatlantic and European companies.
Ms. Jung currently serves on the board of NVR, Inc., one of America’s leading homebuilders. She is an avid supporter of women in investing and executive leadership and was a founding board member of the Women's Business Collaborative, which was established to accelerate the advancement of women in the c-suite, board and corporate leadership. She earned a Master of Management from the J.L. Kellogg Graduate School of Management at Northwestern University and a B.A., cum laude, from Bucknell University.
With the appointment of Alexandra Jung, the Wyndham Hotels & Resorts board expands to 9 directors, seven of whom are independent. The other members of Wyndham’s board of directors include:
•Stephen P. Holmes, Chairman of the Board; Former Chairman and Chief Executive Officer of Wyndham Worldwide
•Geoffrey A. Ballotti, President & Chief Executive Officer, Wyndham Hotels & Resorts
•Myra J. Biblowit, Former President of The Breast Cancer Research Foundation
•James E. Buckman, Former Vice Chairman of York Capital Management
•Bruce B. Churchill, Former President of DIRECTV Latin America
•Mukul V. Deoras, President, Asia Pacific Division of Colgate-Palmolive Company and Chairman of Colgate-Palmolive (India) Ltd.
•Ronald L. Nelson, Former Chairman and Chief Executive Officer of Avis Budget Group
•Pauline D.E. Richards, Former Chief Operating Officer of Trebuchet Group Holdings Ltd
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About Wyndham Hotels & Resorts Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of franchised properties, with approximately 8,300 hotels across approximately 100 countries on six continents. Through its network of over 855,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, ECHO Suites®, Registry Collection Hotels®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers approximately 121 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit www.wyndhamhotels.com.
Contacts:
Media:
Maire Griffin
Senior Vice President, Global Communications
862-246-9918
WyndhamHotelsNews@wyndham.com