Wyndham Hotels & Resorts, Inc. (WH) Earnings Call Transcript & Summary

Welcome to the 2021 Annual Meeting of Shareholders for Wyndham Hotels & Resorts. [Operator Instructions] I will now turn the call over to Paul Cash, General Counsel and Corporate Secretary of Wyndham Hotels & Resorts. Mr. Cash, you may begin.

Good morning. Welcome to our 2021 Annual Meeting of Stockholders, and thank you for joining our virtual meeting today. Before we begin the formal portion of the meeting, let me please call your attention to the agenda and rules of conduct that are available on the virtual meeting screen. We plan to conduct the meeting according to the agenda and ask that you please abide by the rules of conduct. The formal business portion of the meeting will be conducted by our Chairman, Steve Holmes, and then our President and Chief Executive Officer, Geoff Ballotti, will proceed with a general question-and-answer session. [Operator Instructions] And now to begin the formal portion of the meeting, I am pleased to introduce Steve Holmes, Chairman of Wyndham Hotels & Resorts.

Thank you, Paul, and good morning, ladies and gentlemen. In accordance with the notice of the meeting, I would like to call this meeting to order. Along with my fellow directors and the executive officers of Wyndham Hotels & Resorts, I would like to welcome you to our Annual Meeting of Stockholders, and thank you for taking the time to join us today and participate in this meeting virtually. We hope that you and your families are staying safe and healthy. And with that, I'd like to turn to a few introductions. First, in addition to Paul, I'd like to introduce Geoff Ballotti, President and Chief Executive Officer; and Michele Allen, Chief Financial Officer; and thank the other members of the executive management team who are also joining us today. Next, I would like to recognize the members of our Board of Directors who are in attendance today. We welcome Myra Biblowit, Jim Buckman, Bruce Churchill, Mukul Deoras, Ron Nelson and Pauline Richards. On behalf of the stockholders, I want to thank our directors for their significant dedication and commitment to the company and its stockholders. You are really the best. Also attending this meeting are representatives from Deloitte & Touche LLP, our independent auditors. They are available to respond to any appropriate questions that you may have. At this point, I will call upon Paul Cash, our Corporate Secretary, to give his report.

Thank you, Mr. Chairman. In order to conduct the formal business of the meeting, it is necessary to establish that notice of the meeting was duly and properly mailed and that a quorum is present. To this end, the company has appointed Tom Tighe as the inspector of election for this meeting who is in attendance today. Tom has previously signed an oath to execute the duties of inspector of election with strict impartiality and according to the best of his ability, which will be filed with the minutes of this meeting. Now for the establishment of the meeting requirements. I have in my possession an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of March 18, 2021, The Notice of Internet Availability of Proxy Materials commencing on March 31, 2021. I also have copies of the 2020 annual report and proxy statement, copies of which were sent or made available to each stockholder entitled to vote at this meeting. Electronic copies of the annual report and the proxy statement are available on the website used to access this meeting. The notice of meeting, proxy statement and the affidavit of mailing, together with the attachments thereto, and the 2020 annual report will be filed with the minutes of this meeting. In addition, I have the list of the holders of record as of March 18, 2021, which is available for inspection by any stockholder during this meeting on the website used to access this meeting. A copy of the list of stockholders will be filed with the minutes of this meeting. With respect to the establishment of a quorum, the inspector of election has reported that the holders of more than a majority of the total shares of common stock entitled to vote are represented at this meeting and, therefore, a quorum is present. Please note that your designated proxies are present this morning and that you do not need to submit your vote through the virtual meeting screen if you previously sent in your proxy or voted. Please remember that only stockholders of record as of the close of business on March 18 may vote at this meeting. Thank you for your cooperation. Mr. Holmes, our Board Chairman, will now conduct the formal business of the meeting.

Thanks, Paul. As stated in the proxy statement for this meeting, we have 3 proposals for consideration by our stockholders and the Board of Directors have recommended a vote for each proposal. The polls are open for voting. The 3 proposals for your consideration today are: proposal #1, to elect 8 directors for a term expiring at the 2022 Annual Meeting and each director to serve until director's successor is elected and qualified or until such director's earlier resignation, retirement, disqualification, death or removal. Proposal #2 is to vote on an advisory resolution to approve our executive compensation program. And proposal #3 is the ratification of the appointment of Deloitte & Touche LLP to serve as Wyndham Hotels & Resorts' independent registered public accounting firm for 2021. That concludes the matters to be voted on. I will pause for a moment to allow stockholders to finish voting. I'll give it a few minutes -- a few seconds here. [Voting]

In accordance with our second amended and restated bylaws, I hereby declare the polls for voting at this meeting closed. The inspector of elections has delivered his preliminary report to Paul, our Corporate Secretary, who will provide the preliminary voting results.

Thank you, Mr. Chairman. I have received the preliminary tabulation from Broadridge. And based on that tabulation, I am pleased to report that all 8 director nominees were elected and the other 2 proposals were approved by the requisite thresholds. With the conclusion of the official business, the meeting is now adjourned. The final voting results of today's meeting will be reported in a Form 8-K filed within 4 business days of this meeting. I will now turn the meeting over to Geoff Ballotti, our President and Chief Executive Officer, who will lead a brief question-and-answer session. Please note that we will answer as many questions from stockholders as time allows.

Thanks, Paul, and good morning, everyone. We'd now like to open the line for questions and answers from our stockholders. I would ask you to please submit any questions through the Submit a Question field, and that appears on the virtual meeting screen. And then our Corporate Secretary, Mr. Paul Cash, will read them out loud. And we'll give that a minute. Paul, do we have any questions yet submitted?

We are waiting for questions, Mr. Ballotti. If we could wait another minute.

Okay. Give it a minute. And as we wait, we'd just like to thank all of you for your time today and certainly your interest in Wyndham Hotels & Resorts. 2020 was a challenging year, and we are very pleased with our team's achievements, both out in the field and in the hotels we manage. And certainly, our franchise support teams that have been doing everything they can to support our owners throughout COVID. Paul, any questions yet submitted?

Yes, Geoff. We do have a question here that asks about the company's commitment to human rights.

And will you read the question, Paul?

The question comes from a -- Justin Danhof of the National Center for Public Policy Research, and I will shorten the question in the interest of time. But Mr. Danhof is inquiring about a specific law called the Equality Act and I think generally asking about our commitment to human rights and gender equality.

Well, we certainly support in all aspects human rights and gender equality. We're very pleased -- if you look out on to our human rights campaign progress that we reported just recently with our 2021 annual social responsibility report, which is certainly available on our investor website, our commitment to both. And as it relates to gender pay equality, we were very pleased to have achieved a 95% -- 100% gender pay equality at our executive levels and 95% gender pay equality below our executive levels.

Mr. Ballotti, we have no further questions at this time.

Okay. Well, thank you, Paul, and thank you, ladies and gentlemen, for attending Wyndham Hotels & Resorts 2021 Annual Meeting of Stockholders. We hope that you and your families are safe and healthy. Please take care, and thanks again for your interest in Wyndham Hotels & Resorts.