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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Shareholder
Proposal
“RESOLVED: The shareholders of Wyndham Worldwide
Corporation (“Company”) urge the Board of Directors to
amend the Company’s by laws, effective upon the expiration
of current employment contracts, to require that an independent
director-as defined by the rules of the New York Stock Exchange
(“NYSE”)-be its Chairman of the Board of Directors.
The amended by laws should specify (a) how to select a new
independent chairman if a current chairman ceases to be
independent during the time between annual meetings of
shareholders, and (b) that compliance is excused if no
independent director is available and willing to serve as
chairman.”
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