S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 16, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HYATT HOTELS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		20-1480589
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

150 North Riverside Plaza, 8th Floor

Chicago, Illinois 60606

(312) 750-1234

(Address of Principal Executive Offices)

FIFTH AMENDED AND RESTATED

HYATT HOTELS CORPORATION LONG-TERM INCENTIVE PLAN

(Full title of the plan)

Mark S. Hoplamazian

President and Chief Executive Officer

Hyatt Hotels Corporation

150 North Riverside Plaza, 8th Floor

Chicago, Illinois 60606

(Name and address of agent for service)

(312) 750-1234

(Telephone number, including area code, of agent for service)

Copies to:

Michael A. Pucker, Esq.

Cathy A. Birkeland, Esq.

Alexa M. Berlin, Esq.

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register 5,650,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Hyatt Hotels Corporation (the “Company”) which may be issued under the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (as amended and restated, the “Plan”).

The Company previously registered an aggregate 22,347,307 shares of its Class A Common Stock for issuance under the Plan by (i) a registration statement on Form S-8 (File No. 333-163668) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 11, 2009 covering 9,347,307 shares of Class A Common Stock, (ii) a registration statement on Form S-8 (File No. 333-189681) filed with the SEC on June 28, 2013 covering 5,000,000 shares of Class A Common Stock and (iii) a registration statement on Form S-8 (File No. 333-238575) filed with the SEC on May 21, 2020 covering 8,000,000 shares of Class A Common Stock (together, the “Prior Registration Statements”). On March 20, 2024, the Company’s Board of Directors increased the authorized number of shares under the Plan from 22,375,000 to 28,025,000, which the Company’s stockholders approved on May 15, 2024.

The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.

PART I

Item 1.

Plan Information