UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 28, 2011
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
1-32876 (Commission File No.) |
20-0052541 (I.R.S. Employer Identification Number) |
| 22 Sylvan Way Parsippany, NJ (Address of Principal Executive Office) |
07054 (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: |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Wyndham Worldwide Corporation (the “Company”) has entered into amendments to the employment
agreements of certain named executive officers as summarized below.
On February 28, 2011, the Company entered into Amendment No. 3 to Employment Agreement with
Geoff Ballotti, President and Chief Executive Officer, Wyndham Exchange & Rentals. The amendment
is effective March 1, 2011 and extends Mr. Ballotti’s employment from
the current termination date of March 31, 2011 to March 31, 2014.
On February 28, 2011, the Company entered into Amendment No. 2 to Employment Agreement with
Eric A. Danziger, President and Chief Executive Officer, Wyndham Hotel Group. The amendment is
effective March 1, 2011 and extends Mr. Danziger’s employment from the
current termination date of November 17, 2011 to November 17, 2013.
On February 28, 2011, the Company entered into Amendment No. 1 to Employment Agreement with
Franz S. Hanning, President and Chief Executive Officer, Wyndham Vacation Ownership. The amendment
is effective March 1, 2011 and extends Mr. Hanning’s employment from
the current termination date of August 1, 2011 to August 1, 2014. The amendment increases Mr.
Hanning’s target annual incentive compensation award opportunity from $660,000 to $700,000
beginning with the 2011 fiscal year.
In addition to the changes described above, each amendment also includes a provision for
purposes of compliance with Section 409A of the Internal Revenue Code and the regulations
thereunder as well as certain administrative and ministerial changes.
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 WORLDWIDE CORPORATION |
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| Date: March 4, 2011 | By: | /s/ Thomas G. Conforti | ||
| Thomas G. Conforti | ||||
| Chief Financial Officer | ||||