At the Wyndham Worldwide Corporation 2009 Annual Meeting of Shareholders held on May 12, 2009, the shareholders of Wyndham Worldwide Corporation (the "Company"), upon the recommendation of the Company's Board of Directors, approved the amendment and restatement of the Company's 2006 Equity and Incentive Plan (as amended and restated, the "Plan") primarily for purposes of Section 162(m) of the Internal Revenue Code of 1986. The Company's Board of Directors had previously adopted the Plan, subject to shareholder approval.
A brief summary of the Plan is included as part of the third proposal entitled "Proposal to Approve the Amendment and Restatement of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan Primarily for Purposes of Section 162(m) of the Internal Revenue Code" in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 2, 2009. The summary of the Plan contained in the Proxy Statement is qualified in its entirety by the full text of the Plan, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this report:

Exhibit No.                               Description
Exhibit 10.1   Wyndham Worldwide Corporation 2006 Equity and Incentive Plan
               (Amended and Restated as of May 12, 2009).