In its latest push to take over Wyndham Hotels & Resorts, Choice Hotels International has proposed eight individuals to stand for election at its peer’s annual shareholder meeting in May, vying to become sitting directors on Wyndham’s board.
The move, of which first rumblings were heard in November, is an attempt to skirt current Wyndham leadership and gain decision-making power in a proposed Choice-Wyndham merger.
Wyndham’s board of directors has rejected Choice’s multiple acquisition offers, including its initial $7.8 billion public bid in October and its public exchange offer made in December.
Choice Hotels’ nominees include leaders with financial and operational experience across the hospitality and franchising industries.
Stewart Bainum, chair of Choice’s board of directors, said the nominees would “exercise their independent judgment to serve Wyndham shareholders’ best interests,” including moving “with urgency to maximize the value that could be created for them through a combination with Choice,” if elected to Wyndham’s board.
But Wyndham maintains that electing these individuals would not be in the best interest of the company’s shareholders and again pleaded to shareholders to not tender their shares.
“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,” Wyndham’s board said in a statement made hours after Choice’s announcement. “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.”
Wyndham’s board reiterated its rejection of the proposed merger, claiming the current offer undervalues its shareholders and antitrust risk is real. But the board also said it will “thoroughly evaluate” Choice's nominees and make a formal recommendation to shareholders “in due course.”
Choice Hotels’ nominees are:
- Barbara Bennett, founder and principal executive of business consulting firm Bennett West LLC
- Emanuel Pearlman, chair and CEO of investment management and financial consulting firm Liberation Investment Group
- Fiona Dias, digital commerce consultant and former chief strategy officer of online shopping service ShopRunner
- James Nelson, CEO of publicly traded real estate investment trust Global Net Lease Inc.
- Jay Shah, executive chair of the board of trustees of Hersha Hospitality Trust, also known as Hersha Hotels and Resorts
- Nana Mensah, founder, chair and CEO of 'Xports Inc.
- Susan Schnabel, founder and co-managing partner of independent leveraged buyout fund advisor aPriori Capital Partners
- William Grounds, principal of his wholly owned advisory business Burraneer Capital Advisors LLC
