Choice seeks to nominate 8 people to Wyndham board

Choice Hotels International has proposed eight individuals to stand for election at the 2024 Annual Shareholder Meeting of Wyndham Hotels & Resorts in an attempt to take greater control of the board and further influence its $8 billion hostile bid for its rival.

Trying to replace Wyndham's existing eight-member board is its latest attempt to negotiate with Wyndham, which to date has rejected all Choice overtures.

In response to Choice's statement, Wyndham confirmed receipt of the notice and said its board continues to recommend shareholders not tender their shares.

In accordance with its established processes, the Wyndham also said its board will thoroughly evaluate the notice and Choice’s nominees and make a formal recommendation to Wyndham shareholders in due course.

“These nominees are proven leaders with wide-ranging expertise across relevant industries, including deep proficiency in the hospitality and franchising sectors,” said Stewart Bainum, chair of Choice's Board of Directors. “We are confident the nominees' industry, finance, governance and board experience will greatly benefit Wyndham shareholders. Most importantly, if elected, the nominees will exercise their independent judgment to serve Wyndham shareholders' best interests, which Choice believes is to move with urgency to maximize the value that could be created for them through a combination with Choice.”

Patrick Pacious, president and CEO of Choice, added, “With this slate of independent, highly qualified candidates for election to the Wyndham Board, Wyndham shareholders will have an opportunity to be represented by a board that will fulfill its fiduciary duty to act in the shareholders' best interests and consider any and all paths to create value. Unfortunately, the current Wyndham Board continues to refuse to engage in meaningful negotiations regarding a combination with Choice that would create extraordinary value. By supporting these nominees and participating in our exchange offer, Wyndham shareholders can send a clear message to the Wyndham Board.”

Wyndham's response included a statement that said, “This action is yet another attempt by Choice to advance its inadequate and risk-laden hostile exchange offer, which the Wyndham Board unanimously determined is not in the best interests of shareholders. Wyndham’s Board and management team are executing the Company’s strategic plan, which is expected to deliver shareholder value well in excess of Choice’s offer.

“Choice’s proxy contest is a blatant scheme to mislead shareholders into packing the Wyndham Board with nominees hand-picked to push through their offer. As Stewart Bainum, controlling shareholder and chairman of Choice, brazenly telegraphed in a press release this morning, Choice has assembled and paid a slate with a sole, dubious goal in mind: advance Choice’s misguided and self-serving acquisition agenda.

“Protecting Wyndham shareholders from an unsolicited proposal that substantially undervalues the company and exposes it to significant, asymmetrical anti-trust risk is the very definition of a Board doing its job. This is why the Board has met on at least 10 occasions to evaluate Choice’s proposals and the Board and our advisors have engaged in good faith with Choice at least 25 times since Choice’s first approach in April. The Board has consistently been explicit about what changes are necessary to make any proposal viable for Wyndham and its shareholders. Choice has consistently refused to address these key issues.”

The Choice slate of nominees are:

• Barbara Bennett, who has served as the founder and principal executive of Bennett West LLC, a business consulting firm, since 2020.
• Emanuel Pearlman, who has served as the chair and CEO of Liberation Investment Group, an investment management and financial consulting firm which he founded, since 2003.
• Fiona Dias, a digital commerce consultant who served as the chief strategy officer of ShopRunner, an online shopping service, from 2011 to 2014.
• James Nelson, who has served as Chief Executive Officer of Global Net Lease, Inc., a publicly traded real estate investment trust focused on acquiring a global portfolio of commercial properties, since 2017.
• Jay Shah, who served as the executive chair of the Board of Trustees of Hersha Hospitality Trust, also known as Hersha Hotels and Resorts, a real estate investment trust that owns and operates luxury and lifestyle hotels in urban gateway and regional resort markets, since 2023.
• Nana Mensah, who served as the founder, chair and CEO of 'XPORTS Inc., a privately held company that exports food packaging and food processing equipment to distributors and wholesalers outside of the United States, since 2005.
• Susan Schnabel, who has served as the founder and co-managing partner of aPriori Capital Partners, an independent leveraged buyout fund advisor, since 2014.
• William Grounds, who has served as principal of his wholly owned advisory business, Burraneer Capital Advisors LLC, since 2022. Additionally, he served as the president and chief operating officer of Infinity World Development Corp., whose principal business was a $5 billion investment in the CityCenter mixed use integrated resort property located in Las Vegas, Nevada.