UNITED STATES
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
Date of report (Date of earliest event reported): November 11, 2021
Travel + Leisure Co.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-32876 | 20-0052541 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification Number) |
| | | | | | | | |
6277 Sea Harbor Drive
| |
| Orlando | Florida | 32821
|
(Address of Principal Executive Offices)
| (Zip Code)
|
| (407) | 626-5200 |
| (Registrant’s telephone number, including area code) |
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act:
|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | TNL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On November 11, 2021, upon the recommendation of the Corporate Governance Committee, the Board of Directors (the “Board”) of Travel + Leisure Co. (the “Company”) increased the number of directors constituting the Board from eight to nine members and appointed Lucinda Martinez to fill the vacancy. Ms. Martinez will serve on the Corporate Governance Committee.
The Board affirmatively determined that Ms. Martinez is independent under the guidelines for director independence set forth in the Company’s Director Independence Criteria and under applicable New York Stock Exchange rules.
Ms. Martinez will receive compensation consistent with the Company’s other non-employee Directors, including prorated annual equity grant and retainer and committee membership fees for 2021, as described under Compensation of Directors in the Company’s 2021 Proxy Statement filed with the SEC on April 1, 2021. In addition, Ms. Martinez received a one-time $150,000 equity grant, which will vest ratably over a four-year period.
There are no transactions between Ms. Martinez and the Company that would be reportable under Item 404(a) of Regulation S-K and there is no arrangement or understanding with any person pursuant to which Ms. Martinez was selected as a Director.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits. The following exhibit is furnished with this report:
| | | | | |
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | TRAVEL + LEISURE CO. |
| | |
| | By: /s/ Elizabeth E. Dreyer | |
| | Name: Elizabeth E. Dreyer | |
| | Title: Chief Accounting Officer | |
Date: November 15, 2021
