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Our management, with the participation of our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.
−Removed: Based on such evaluation, our principal executive and principal financial officers have concluded that, as of the end of such period, our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on such evaluation, our principal executive and principal financial officers have concluded that, as of the end of such period, our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to
+Added: provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting.
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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
−Removed: 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.
+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 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
+Added: (b) On December 5, 2023, James Savina , General Counsel and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 27,000 shares of the Company’s common stock until February 28, 2025 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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Election of Directors” in the Proxy Statement for our 2024 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” and “Code of Business Conduct” 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 “Committees of the Board” and “Code of Business Conduct” in the Proxy Statement for our 2024 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.
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Equity compensation plans not approved by security holders None Not applicable Not applicable
−Removed: (a) Consists of shares issuable upon exercise of non-qualified stock options, performance-vested restricted stock units, and restricted stock units.
+Added: (a) Consists of shares issuable upon exercise of non-qualified stock options, restricted stock units, and performance-vested restricted stock units, based on target performance.
(b) Consists of weighted-average exercise price of non-qualified stock options.
The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of performance-vested restricted stock units or restricted stock units, as these units have no exercise price.
−Removed: (c) Consists of shares available for future grants under the 2006 Equity and Incentive Plan, as amended.
+Added: (c) Consists of shares available for future grants, based on target performance, under the 2006 Equity and Incentive Plan, as amended.
The remaining information required by Item 12 is included in the Proxy Statement for our 2024 Annual Meeting of Shareholders under the caption “Ownership of Company Stock” and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
−Removed: The information required by Item 13 is included in the Proxy Statement for our 2023 Annual Meeting of Shareholders under the captions “Related Party Transactions” and “Governance of the Company,” and is incorporated herein by reference.
+Added: The information required by Item 13 is included in the Proxy Statement for our 2024 Annual Meeting of Shareholders under the captions “Related Party Transactions” and “Director Independence,” and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
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Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Income/(Loss) for the years ended December 31, 2022, 2021, and 2020
−Removed: Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2022, 2021, and 2020
+Added: Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021
+Added: Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021
Consolidated Balance Sheets as of December 31, 2023 and 2022
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3.3 Certificate of Amendment to Restated Certificate of Incorporation of Wyndham Destinations, Inc., effective as of February 17, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed February 17, 2021).
−Removed: 3.4 Third Amended and Restated Bylaws of Travel + Leisure Co., effective as of February 17, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed February 17, 2021).
+Added: 3.4 Fourth Amended and Restated Bylaws of Travel + Leisure Co., effective as of November 8, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed November 9, 2023).
4.1 Indenture, dated November 20, 2008, between Wyndham Worldwide Corporation and U.S.
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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).
−Removed: 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) .
+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 parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 14, 2022) .
+Added: 10.5 Fourth Amendment, dated as of March 30, 2023, to the Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 4, 2023).
+Added: 10.6 Fifth Amendment, dated as of December 20, 2023, to the Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 21, 2023).
10.7 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.
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Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 28, 2022).
−Removed: 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).
+Added: 10.18 Twelfth Amendment, dated as of September 26, 2023, 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 October 25, 2023).
+Added: 10.19 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-Q filed on May 2, 2018).
10.20 Amendment and Restatement Deed to Sale and Purchase Agreement, dated as of May 9, 2018, by and among Wyndham Destination Network, LLC, certain subsidiaries of Wyndham Worldwide Corporation and Compass IV Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed May 11, 2018).
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10.31† Severance Agreement dated as of March 29, 2022 by and between Travel + Leisure Co.
−Removed: and Noah Brod s k y .
+Added: and Noah Brodsky (incorporated by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed February 22, 2023).
10.32† 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 (incorporated by reference to Exhibit 10.
−Removed: 27 to the Registrant ’ s Form 10-K filed February 23, 2022).
−Removed: 10.30† Consulting Agreement, dated as of June 16, 2020, by and between Wyndham Destinations, Inc.
−Removed: and Brad Dettmer (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed February 24, 2021).
+Added: and Said Esfahani (incorporated by reference to Exhibit 10.27 to the Registrant’s Form 10-K filed February 23, 2022).
10.33† Letter Agreement, dated as of February 7, 2019, by and between Wyndham Destinations, Inc.
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and Thomas Michael Duncan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 27, 2022).
+Added: 10.35† Appointment Letter and Letter Agreement, each dated as of April 6, 2023, by and between Wyndham Vacation Ownership, Inc.
+Added: d/b/a Travel + Leisure Co.
+Added: and Amandine Robin-Caplan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 26, 2023).
10.36† 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) .
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Employees, dated June 1, 2018 (incorporated by reference to Exhibit 10.53 to the Registrant’s Form 10-K filed February 26, 2019).
−Removed: 10.40†* Form of Award Agreement for Non-Qualified Stock Options, dated June 1, 2018, as amended November 11, 2022.
+Added: 10.43† Form of Award Agreement for Non-Qualified Stock Options, dated June 1, 2018, as amended November 11, 2022 (incorporated by reference to Exhibit 10.40 of the Registrant’s Form 10-K filed February 22, 2023).
10.44† 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).
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32** Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: Section 1350.
+Added: Travel + Leisure Co.
+Added: Incentive Compensation Recovery Policy .
101.INS* Inline XBRL Instance Document
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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.