UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of Hyatt Hotels Corporation (the “Company”) previously adopted, subject to stockholder approval, the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the “2024 LTIP”), which was approved by the Company’s stockholders on May 15, 2024 at the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”), as described below. The 2024 LTIP (i) increases the share limit by 5,650,000 shares; (ii) is updated to reflect market practices with respect to broker-assisted sales and data privacy; and (iii) extends the term of the 2024 LTIP by 10 years until the 10th anniversary of the date on which the 2024 LTIP is approved by the Company’s stockholders.
The foregoing description of the 2024 LTIP is qualified in its entirety by reference to the text of such plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
On December 14, 2023, the Company filed a Current Report on Form 8-K under Item 5.02 disclosing that Alessandro Bogliolo was appointed to the Board of Directors of the Company (the “Board”), effective December 14, 2023. At the time of that filing, Mr. Bogliolo’s committee appointments had not yet been determined by the Board. On May 16, 2024, the Board appointed Mr. Bogliolo to the Talent and Compensation Committee of the Board, effective May 16, 2024.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual Meeting was held on May 15, 2024. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
| 1. | The Company’s stockholders elected each of the following Class III directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following votes: |
| NOMINEE |
FOR |
WITHHELD |
BROKER NON-VOTES | |||
| Alessandro Bogliolo |
605,415,863 | 383,918 | 3,946,613 | |||
| Susan D. Kronick |
585,005,041 | 20,794,740 | 3,946,613 | |||
| Jason Pritzker |
590,909,419 | 14,890,362 | 3,946,613 | |||
| Dion Camp Sanders |
603,909,548 | 1,890,233 | 3,946,613 |
| 2. | The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2024 by the following votes: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 608,860,366 |
863,686 | 22,342 | 0 |
| 3. | The Company’s stockholders approved the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan by the following votes: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 604,880,717 |
894,903 | 24,161 | 3,946,613 |
| 4. | The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules by the following votes: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 604,140,782 |
1,634,603 | 24,396 | 3,946,613 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Document Description | |
| 10.1 | Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Hyatt Hotels Corporation | ||||
| Date: May 16, 2024 | By: | /s/ Margaret C. Egan | ||
| Name: | Margaret C. Egan | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||