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Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, see Item 8— Report of Independent Registered Public Accounting Firm of this Annual Report on Form 10-K.
−Removed: There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the most recent fiscal quarter to which this report relates that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
−Removed: As a result of COVID-19, most of our employees began working remotely in late March 2020.
−Removed: We have not identified any material changes in our disclosure controls and procedures, nor our internal control over financial reporting as a result of this change.
−Removed: We are continually monitoring and assessing the COVID-19 situation to minimize the impact on the design and operating effectiveness of our internal controls.
+Added: There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
+Added: Exchange Act) during the most recent fiscal quarter to which this report relates that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: Note applicable.
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Information concerning Executive Officers required by this item is located under the headings “Governance of the Company” and “Information about our Executive Officers” in the Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.
−Removed: Information concerning Directors required by this item is located under the headings “Election of Directors” and “Nominees for Elections to the Board” in the Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.
−Removed: Information concerning the Audit Committee and the Code of Conduct and Business Ethics required by this item is located under the headings “Governance of the Company” and “Code of Business Conduct and Ethics” in the Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.
+Added: Information concerning Executive Officers required by this item is located under the headings “Governance” and “Information about our Executive Officers” in the Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein by reference.
+Added: Information concerning Directors required by this item is located under the heading “Proposal 1:
+Added: Election of Directors” in the Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein by reference.
+Added: Information concerning the Audit Committee and the Code of Conduct and Business Ethics required by this item is located under the headings “Governance” and “Code of Business Conduct” in the Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein by reference.
The Board of Directors maintains a Code of Business Conduct and Ethics for Directors with ethics guidelines specifically applicable to Directors.
In addition, we maintain a Code of Conduct applicable to all our associates, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.
−Removed: We will disclose on our website any amendment to or waiver from a provision of our Code of Business Conduct and Ethics for Directors or Code of Conduct as may be required and within the time period specified under the applicable Securities and Exchange Commission and New York Stock Exchange rules.
+Added: We will disclose on our website any amendment to or waiver from a provision of our Code of Business Conduct and Ethics for Directors or the Code of Conduct as may be required and within the time period specified under the applicable Securities and Exchange Commission and New York Stock Exchange rules.
The Code of Business Conduct and Ethics for Directors and our Code of Conduct are available on the Investor Relations page of our website at investor.travelandleisureco.com by clicking on the “Governance” link followed by the “Governance Documents” link.
49 unchanged sentences
1 to Separation and Distribution Agreement by and among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of August 17, 2006 (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 10-Q filed November 14, 2006)
−Removed: 2.3 Agreement and Plan of Merger, dated as of January 17, 2018, by and among Wyndham Worldwide Corporation, WHG BB Sub, Inc.
−Removed: and La Quinta Holdings Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed January 18, 2018) .
2.3 Support Agreement, dated as of January 17, 2018, by and between Wyndham Worldwide Corporation and each of the persons listed on Annex I thereto (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed January 18, 2018) .
33 unchanged sentences
10.3 Second Amendment, dated as of October 22, 2021, to the Credit Agreement, dated as of May 31, 2018, among Travel + Leisure Co., the several lenders and letter of credit issuers from time to time party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 27, 2021).
+Added: 10.4 Third Amendment, dated as of December 14, 2022, to the Credit Agreement, dated as of May 31, 2018, among Travel & Leisure Co., the several lenders and letter of credit issuers from time to time party thereto, Bank of America, N.A., as administrative agent, and the other pastries thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 14, 2022) .
10.5 Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S.
17 unchanged sentences
10.14 Tenth Amendment, dated as of October 27, 2020, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S.
−Removed: Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.
−Removed: 12 to the Registrant’s Form 10-K filed February 24, 2021) .
+Added: Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K filed February 24, 2021) .
+Added: 10.15 Eleventh Amendment, dated as of March 4, 2022, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee, and U.S.
+Added: Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 28, 2022) .
10.16 Share Sale Agreement, by and among Wyndham Destination Network, LLC, the other Sellers named therein, and Compass IV Limited, dated as of March 27, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-K filed on May 2, 2018).
17 unchanged sentences
Hug, dated June 1, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 28, 2021).
−Removed: 10.22† Letter Agreement, dated as March 22, 2018, by and between Wyndham Vacation Ownership, Inc.
−Removed: and Elizabeth E.
−Removed: Dreyer (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 8-K filed June 4, 2018).
10.24† Letter Agreement dated as of May 16, 2018, by and between Wyndham Destinations, Inc.
6 unchanged sentences
and Noah Brodsky (incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K filed February 26, 2020).
+Added: 10.28†* Severance Agreement dated as of March 29 , 202 2 by and between Travel + Leisure Co .
+Added: and Noah Brod s k y .
10.29† Appointment Letter and Letter Agreement, each dated as of October 25, 2021, by and between Wyndham Vacation Ownership, Inc.
d/b/a Travel + Leisure Co.
−Removed: and Said Esfahani
−Removed: 10.28† Letter Agreement, dated as of May 16, 2018, by and between Wyndham Destinations, Inc.
−Removed: and Brad Dettmer (incorporated by reference to Exhibit 10.24 to the Registrant ’ s Form 10-K filed February 24, 2021) .
−Removed: 10.29† Severance Agreement dated as of May 4, 2020 by and between Wyndham Destinations, Inc.
−Removed: and Brad Dettmer (incorporated by reference to Exhibit 10.2 5 to the Registrant’s Form 10-K filed February 24, 2021) .
+Added: and Said Esfahani (incorporated by reference to Exhibit 10.
+Added: 27 to the Registrant ’ s Form 10-K filed February 23, 2022).
10.30† Consulting Agreement, dated as of June 16, 2020, by and between Wyndham Destinations, Inc.
and Brad Dettmer (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed February 24, 2021).
+Added: 10.31† Letter Agreement, dated as of February 7, 2019, by and between Wyndham Destinations, Inc.
+Added: and Olivier Chavy (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 28, 2022).
+Added: 10.32† Letter Agreement, dated September 13, 2022, by and between Travel & Leisure Co.
+Added: and Thomas Michael Duncan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 27, 2022).
10.33† Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (Amended and Restated as of February 27, 2014) (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2014) .
8 unchanged sentences
Employees, dated June 1, 2018 (incorporated by reference to Exhibit 10.53 to the Registrant’s Form 10-K filed February 26, 2019).
−Removed: 10.38† Form of Award Agreement for Non-Qualified Stock Options, dated June 1, 2018 (incorporated by reference to Exhibit 10.54 to the Registrant’s Form 10-K filed February 26, 2019).
+Added: 10.40†* Form of Award Agreement for Non-Qualified Stock Options, dated June 1, 2018, as amended November 11, 2022.
10.41† Form of Award Agreement for Restricted Stock Units for Non-Employee Directors, dated as of June 1, 2018 (incorporated by reference to Exhibit 10.55 to the Registrant’s Form 10-K filed February 26, 2019).
38 unchanged sentences
Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed July 28, 2021).
−Removed: 10.64 Purchase Agreement, dated as of December 10, 2019, between Wyndham Destinations, Inc.
−Removed: Morgan Securities LLC, as representative of the several initial purchasers named in Schedule II thereto (incorporated by reference to Exhibit 10.56 to the Registrant’s Form 10-K filed February 26, 2020).
−Removed: 10.65 Purchase Agreement, dated as of July 20, 2020, between Wyndham Destinations, Inc.
−Removed: and BofA Securities, Inc., as representative of the several initial purchasers named in Schedule II thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed October 28, 2020).
21.1* Subsidiaries of the Registrant
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(Principal Financial Officer) February 22, 2023
−Removed: /s/ E LIZABETH E.
+Added: /s/ T HOMAS M.
Senior Vice President and Chief Accounting Officer
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.