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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 31 added, 35 removed, 246 unchanged (21% of the section changed)

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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.

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.

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.

Management’s Report on Internal Control over Financial Reporting.

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OTHER INFORMATION

(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 .

(a) On February 14, 2025, the Compensation Committee of the Board of Directors approved amendments to the outstanding restricted stock unit award agreements of Michael A.

Hug, Chief Financial Officer of the Company, to provide for the continued vesting of such awards in accordance with their respective vesting schedules following his planned retirement on the earlier of (i) a date that is mutually agreeable to Mr.

Hug and the Company and (ii) June 1, 2025.

(b) On October 29, 2024 , James Savina , General Counsel and Corporate Secretary , terminated the Rule 10b5-1 trading arrangement, dated December 5, 2023, for the sale of up to 27,000 shares of the Company’s common stock, and entered into a new Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 26,442 shares of the Company’s common stock until December 17, 2025 .

On December 11, 2024 , Geoff Richards , Chief Operating Officer - Vacation Ownership , 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 15,216 shares of the Company’s common stock until March 31, 2026 .

On December 17, 2024 , Kimberly Marshall , Chief Human Resources Officer , 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 33,000 shares of the Company’s common stock until March 13, 2026 .

On December 17, 2024 , Jeff Myers , Chief Sales and Marketing Officer - Vacation Ownership , 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 44,122 shares of the Company’s common stock until March 18, 2026 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Copies of these documents may also be obtained free of charge by writing to our Corporate Secretary.

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Travel + Leisure Co.

Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended December 31, 2024.

EXECUTIVE COMPENSATION

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(3) Exhibits.

See Exhibit Index commencing on page 98 hereof.

The agreements included or incorporated by reference as exhibits to this report contain representations and warranties by each of the parties to the applicable agreement.

These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the contractual risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws, (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement, (v) may be qualified by a confidential disclosure schedule that contains some nonpublic information that is not material under applicable securities laws, and (vi) only parties to such agreement and specified third party beneficiaries, if any, have a right to enforce the agreement.

Certain agreements included or incorporated by reference as exhibits to this report contain representations and warranties by each of the parties to the applicable agreement.

These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the contractual risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws, (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement, (v) may be qualified by a confidential disclosure schedule that contains some nonpublic information that is not material under applicable securities laws, and (vi) are enforceable only by parties to such agreement and specified third party beneficiaries, if any.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.

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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).

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) .

2.3 Separation and Distribution Agreement, dated as of May 31, 2018, by and between Wyndham Destinations, Inc.

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(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed June 4, 2018).

3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed May 10, 2012).

3.2 Certificate of Amendment to Certificate of Incorporation of Wyndham Worldwide Corporation effective as of May 31, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed June 4, 2018).

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).

3.1 Third Amended and Restated Certificate of Incorporation of Travel + Leisure Co.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed May 20, 2024).

3.2 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).

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Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-3 filed November 25, 2008) .

4.2 Eighth Supplemental Indenture, dated February 22, 2013, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2018 and 2023 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed February 22, 2013).

4.3 Form of 3.90% Senior Notes due 2023 (included within Exhibit 4.2) .

4.2 Ninth Supplemental Indenture, dated September 15, 2015, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed September 15, 2015) .

4.5 Form of 5.100% Notes due 2025 (included within Exhibit 4.4) .

4.3 Form of 5.100% Notes due 2025 (adjusted to 6.60%) (included within Exhibit 4.

Tenth Supplemental Indenture, dated March 21, 2017, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed March 21, 2017) .

4.7 Form of 4.150% Senior Notes due 2024 (included within Exhibit 4.6) .

4.8 Form of 4.500% Senior Notes due 2027 (included within Exhibit 4.6) .

Form of 4.500% Senior Notes due 2027 (adjusted to 6.00% ) (included within Exhibit 4.

Indenture, dated December 13, 2019, between Wyndham Destinations, Inc.

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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 Sixth Amendment, dated December 10, 2024, to the Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 11, 2024).

10.8 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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Holmes (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K filed June 4, 2018).

10.23† Employment Agreement dated as of June 1, 2018, by and between Wyndham Destinations, Inc.

and Michael D.

Brown (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 8-K filed June 4, 2018).

10.24† Amended and Restated Employment Agreement by and between Travel + Leisure Co.

and Michael D.

Brown, dated June 1, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 28, 2021).

10.25† Employment Agreement, dated as June 1, 2018, by and between Wyndham Destinations, Inc.

and Michael Hug (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 8-K filed June 4, 2018).

and Michael Brown, dated June 1, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated May 20, 2024) .

10.25† Amended and Restated Employment Agreement by and between Travel + Leisure Co.

and Michael A.

Hug, dated June 1, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 28, 2021).

and Michael Hug, dated June 1, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed May 20, 2024).

10.26† Letter Agreement dated as of May 16, 2018, by and between Wyndham Destinations, Inc.

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and James Savina (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed May 1, 2019).

10.30† Letter Agreement dated as of May 16, 2018, by and between Wyndham Destinations, Inc.

and Noah Brodsky (incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K filed February 26, 2020).

10.31† Severance Agreement dated as of March 29, 2022 by and between Travel + Leisure Co.

and Noah Brodsky (incorporated by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed February 22, 2023).

10.29† Appointment Letter and Letter Agreement, each dated as of October 25, 2021, by and between Wyndham Vacation Ownership, Inc.

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and Olivier Chavy (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 28, 2022).

10.31† Separation Agreement, dated February 13, 2024, between Travel + Leisure Co.

and Olivier Chavy (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed April 24, 2024).

10.32†* Consulting Agreement between RCI, LLC and Olivier Chavy.

10.33† Letter Agreement, dated September 13, 2022, by and between Travel + Leisure Co.

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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) .

10.37† Amendment No.

1 to Wyndham Worldwide Corporation 2006 Equity and Incentive Plan, effective August 2, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed October 25, 2017) .

10.38† Amended and Restated Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of March 1, 2018) (incorporated by reference to Appendix A to Wyndham Worldwide Corporation’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2018).

10.39† Amended and Restated Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of November 3, 2020) (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K filed February 24, 2021).

10.35†* Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of March 12, 2024).

10.36† Form of Award Agreement for Stock Appreciation Rights (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed February 17, 2012).

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10.45† Form of Award Agreement for Performance Stock Units, dated March 7, 2019 (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-Q filed May 1, 2019).

10.46† Form of Award Agreement for Performance Stock Units, dated March 12, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed April, 24, 2024).

10.47† Form of Award Agreement for Restricted Stock Units for U.S.

Employees, dated March 12, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed April 24, 2024).

10.48† Wyndham Worldwide Corporation Savings Restoration Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K filed July 19, 2006).

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Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed July 28, 2021).

Travel + Leisure Co.

Insider Trading Policy.

21.1* Subsidiaries of the Registrant.

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Travel + Leisure Co.

Incentive Compensation Recovery Policy .

Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K filed February 21, 2024).

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.

What changed 10-K

Item 9A. Controls and Procedures