WYNDHAM HOTELS & RESORTS, INC.

The proposal requests that the Board take the steps necessary to allow stockholders to act by written consent provided that the consenting shares meet the same vote threshold that would be required if the action were taken at a fully attended meeting. Proponents argue this would allow shareholders to approve corporate actions between annual or special meetings, saving time and resources and increasing accountability. The supporting statement cites Delaware default law, criticizes Wyndham’s current charter language that denies written-consent rights, and references institutional investor views (ISS, Glass Lewis, BlackRock, Vanguard, State Street, Fidelity) in favor of written-consent rights. The proponent (Accountability Board) intends to present this proposal at the meeting and notes that many large companies and proxy advisors have endorsed the right to act by written consent.