|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Related Party
Transactions
Certain affiliates of Barclays Global Investors, N.A., which
beneficially owns approximately 7.40% of our common stock, have
performed, and may in the future perform, various commercial
banking, investment banking and other financial advisory
services for us and our subsidiaries for which they have
received, and will receive, customary fees and expenses. We
estimate the fees paid to Barclays by us in 2008 were less than
$3.5 million.
A member of Mr. Hanning’s family is a member of a law
firm which has provided and continues to provide services to our
vacation ownership business. Fees and expenses paid for such
services were approximately $212,366 in 2008 based on the
firm’s customary rates.
Another member of Mr. Hanning’s family currently
serves as a Senior Vice President, Sales of our vacation
ownership business. This individual was hired in 1981, prior to
Mr. Hanning’s employment. In 2008, he received total
cash compensation consisting of base salary, commission and
bonuses of approximately $617,554 and was granted 12,223
restricted stock units. All compensation and incentive awards
were paid and awarded on a basis consistent with that applied to
our other employees.
Table of Contents
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Related Party
Transactions
Certain affiliates of Barclays Global Investors, N.A., which
owns approximately 6.05% of our common stock, have performed,
and may in the future perform, various commercial banking,
investment banking and other financial advisory services for us
and our subsidiaries for which they have received, and will
receive, customary fees and expenses. We estimate the fees paid
to Barclays by us in 2007 were less than $700,000.
A member of Mr. Hanning’s family is a member of a law
firm which has provided and continues to provide services to our
vacation ownership business. Fees and expenses paid for such
services were approximately $212,038 in 2007 based on the
firm’s customary rates.
Another member of Mr. Hanning’s family currently
serves as a Senior Vice President, Sales of our vacation
ownership business. This individual was hired in 1981, prior to
Mr. Hanning’s employment. In 2007, he received total
cash compensation consisting of base salary, commission and
bonuses of approximately $688,835 and was granted 5,449
restricted stock units. All compensation and incentive awards
were paid and awarded on a basis consistent with that applied to
our other employees.
On December 21, 2007, Cendant Corporation (currently known
as Avis Budget Group, Inc.) (Cendant) and other parties entered
into a settlement agreement with Ernst & Young LLP
(Ernst & Young) to settle all claims between the
parties arising out of In Re Cendant Corporation Litigation,
Master File
No. 98-1664
(WHW) (D.N.J.) (the Securities Action). Under the settlement
agreement, Ernst & Young paid an aggregate of
$298.5 million to settle all claims between the parties.
After satisfying obligations to various parties, including
certain officers and directors of HFS Incorporated, Cendant
received approximately $128 million of net proceeds under
the settlement agreement, a portion of which was paid to us in
accordance with the terms of the Separation and Distribution
Agreement, dated as of July 27, 2006, among Cendant,
Realogy, us and Travelport. Our CEO, Mr. Holmes, and our
director, Mr. Buckman, were officers and directors of HFS
Incorporated as well as plaintiffs against Ernst &
Young. In connection with the settlement of the
Ernst & Young matter and due to the fact that
Mr. Holmes and Mr. Buckman were excluded from
participation in the Securities Action, Mr. Holmes and
Mr. Buckman received settlement payments from
Ernst & Young of approximately $363,025 and $258,470,
respectively.
Table of Contents
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. Related Party
Transactions
In connection with our spin-off from Cendant (now Avis Budget
Group), we entered into customary separation, tax sharing,
transition services and related agreements with Cendant and
former Cendant units, Realogy and Travelport, to effect the
separation and allocate Cendant’s assets and liabilities.
Under the separation agreement, among other things, we assumed
37.5% of certain contingent and other liabilities of Cendant
which were not primarily related to our business or the
businesses of Realogy, Travelport or Avis Budget, and Realogy
assumed 62.5% of these liabilities.
Under the transition services agreement, in 2006 Avis Budget,
Realogy and Travelport provided us with various services
relating to, among other things, human resources and employee
benefits, payroll, financial systems management, treasury
and cash management, accounts payable, telecommunications and
information technology. In 2006, cash paid to Avis Budget,
Realogy and Travelport under the transition services agreement
was approximately $7.3 million, $868,000 and
$158,000, respectively. In 2006, we received no cash
from under the transition services agreement. Cash received from
Travelport under a sublease was approximately $403,000.
For additional information on the spin-off, the separation
agreements and related matters, see our Annual Report on
Form 10-K
filed with the SEC on March 7, 2007 and our Information
Statement for the spin-off, filed with the SEC on July 19,
2006 as Exhibit 99.1 to a Current Report on
Form 8-K.
In addition, in connection with the spin-off, we entered into
various commercial arrangements with Realogy, Travelport and
Avis Budget. Activities covered by these agreements include:
provision of access to our hotel accommodation and vacation
exchange and rentals inventory to be distributed through
Travelport; utilization of Realogy’s employee relocation
services, including relocation policy management, household
goods moving services and departure and destination real estate
related services; utilization of Realogy’s commercial real
estate brokerage services, such as transaction management,
acquisition and disposition services, broker price opinions,
renewal due diligence and portfolio review; utilization of
corporate travel management services of Travelport; and
designation of Avis Budget’s car rental brands, as the
exclusive primary and secondary suppliers, respectively, of car
rental services for our employees. In 2006, cash paid to Avis
Budget, Realogy and Travelport with respect to these
arrangements was approximately $2.7 million;
$1.2 million and $17 million, respectively, and cash
received from Avis Budget, Realogy and Travelport with respect
to these commercial arrangements was approximately
$178,000, $3.2 million and $1.9 million,
respectively.
Table of Contents
Certain affiliates of Barclays Global Investors, N.A., which
owns approximately 6.39% of our common stock, have performed,
and may in the future perform, various commercial banking,
investment banking and other financial advisory services for us
and our subsidiaries for which they have received, and will
receive, customary fees and expenses. We estimate the fees paid
to Barclays by us in 2006 were less than $1.5 million.
A member of Mr. Hanning’s family is a member of a law
firm which has provided and continues to provide services to our
vacation ownership business. Fees and expenses paid for such
services were approximately $220,000 in 2006 based on the
firm’s customary rates.
Another member of Mr. Hanning’s family currently
serves as a Senior Vice President, Sales of our vacation
ownership business. This individual was hired in 1981, prior to
Mr. Hanning’s employment. In 2006, he received total
cash compensation consisting of base salary, commission and
bonuses of $689,943 and was granted 13,343 restricted stock
units. All compensation and incentive awards were paid and
awarded on a basis consistent with that applied to our other
employees.
Table of Contents
This excerpt taken from the WYN 8-K filed Jul 19, 2006. Related Party Transactions Certain affiliates of Barclays Global Investors, N.A., which we refer to collectively as Barclays, an approximately 8.88% stockholder of Cendant based on a Schedule 13G filed by Barclays in January 2006 and approximately one billion shares of Cendant common stock outstanding on June 29, 2006, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for Cendant (including us and our subsidiaries) for which they have received, and will receive, customary fees and expenses. The fees paid to Barclays by Cendant and its subsidiaries in 2005 were $5 million. Mr. Hanning’s brother-in-law served as Of Counsel at a law firm which provided general consultation and advice on regulatory matters to our vacation ownership business. Fees and expenses paid for such services equaled $218,000 and $198,000 in 2005 and 2004, respectively. No fees or expenses were paid in 2003. In January 2006, Mr. Hanning’s brother-in-law withdrew from his prior firm to establish a new firm, which new firm has continued providing such services to our vacation ownership business. In addition, an employee of our vacation ownership business also is related to Mr. Hanning. This individual was hired in 1981 prior to Mr. Hanning’s employment and currently serves as a Senior Vice President, Sales. He received total cash compensation in the form of base salary, commissions and bonuses in the aggregate amounts of $437,000, $510,000 and $386,000 in 2005, 2004 and 2003, respectively. He also was granted restricted stock units relating to Cendant common stock in the amounts of 19,970, 18,126 and 3,648 units in 2005, 2004 and 2003, respectively, and $47,506 in restricted cash units in 2003. All compensation and incentive awards were paid and/or awarded on a basis consistent with that applied to other Cendant employees. Any such awards which remain outstanding will vest or terminate in the manner described above. See “Management—Employee Benefit Plans—2006 Equity and Incentive Plan—Equitable Adjustments to Outstanding Cendant Equity-Based Awards.” Mr. Mulroney, a nominee to our Board of Directors, is a Senior Partner of Oglivy Renault, a Montreal-based law firm. Oglivy Renault represented Cendant and certain of its subsidiaries in certain matters in 2005. Mr. Mulroney has not received compensation for the services provided by Oglivy Renault to Cendant, and amounts Cendant and its subsidiaries paid to Oglivy Renault in 2005 constituted less than 1% of Oglivy Renault’s gross revenues for such year. From time to time, certain of our directors and executive officers have engaged, and may in the future engage, in commercial transactions involving Cendant and certain of Cendant’s and our current or past subsidiaries. Such transactions have included but have not been limited to, for example, the purchase of vacation ownership interests from Cendant’s vacation ownership subsidiaries or the purchase and/or sale of homes through Cendant’s real estate brokerage subsidiaries. Such transactions have been conducted on similar terms as those prevailing at the time for comparable transactions with other third-party customers generally, and did not involve more than normal risk.
177
Table of Contents | EXCERPTS ON THIS PAGE:
|
| |||||||
