8-K

PLAYA HOTELS & RESORTS N.V.

Date: July 1, 2021

/s/ Tracy M.J. Colden

Tracy M.J. Colden

EVP & General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2021

PLAYA HOTELS & RESORTS N.V.

(Exact Name of Registrant as Specified in Charter)

The Netherlands

1-38012

98-1346104

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Nieuwezijds Voorburgwal 104

1012 SG Amsterdam, the Netherlands

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: Tel: +31 6 82 55 84 30

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Ordinary Shares, €0.10 par value

PLYA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Playa Hotels & Resorts N.V. (the “Company”) held its annual general meeting of shareholders (the “AGM”) on Tuesday, June 29, 2021, at 4:00 p.m., Central European Summer Time, in Amsterdam, the Netherlands. The results of the matters voted upon at the Company’s AGM are set forth below.

(1)	The following nominees were elected as directors to serve one-year terms:


Nominee	Votes For		Votes Against		Abstain		Broker Non-Votes
Bruce D. Wardinski¹		122,373,390		393,370		279,969		21,213,240
Charles Floyd		119,615,172		3,132,029		299,528		21,213,240
Richard B. Fried		119,798,463		2,948,823		299,443		21,213,240
Hal Stanley Jones		120,750,680		1,994,345		301,704		21,213,240
Mahmood Khimji		121,794,652		923,277		328,700		21,213,240
Elizabeth Lieberman		122,389,581		347,819		309,329		21,213,240
Maria Miller		122,409,886		328,514		308,329		21,213,240
Leticia Navarro		122,157,362		582,223		307,144		21,213,240
Karl Peterson		115,741,957		7,005,750		299,022		21,213,240

All nominees were elected as non-executive directors except for Mr. Wardinski, who was elected as sole executive director.

(2)	The shareholders approved the adoption of the Company’s Dutch Statutory Annual Accounts for the fiscal year ended December 31, 2020:


Votes For	Votes Against	Abstain	Broker Non-Votes
143,562,574	4,300	693,095	—

(3)	The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021:


Votes For	Votes Against	Abstain	Broker Non-Votes
143,974,532	13,670	271,767	—

(4)	The shareholders approved the instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending December 31, 2021:


Votes For	Votes Against	Abstain	Broker Non-Votes
143,971,354	14,905	273,710	—

(5)	The shareholders approved the non-binding, advisory vote to approve the compensation of the Company’s named executive officers:


Votes For	Votes Against	Abstain	Broker Non-Votes
119,535,982	2,466,969	1,043,778	21,213,240

(6)	The shareholders approved the discharge of our directors from liability for the year ended December 31, 2020:


Votes For	Votes Against	Abstain	Broker Non-Votes
121,751,842	87,952	1,206,935	21,213,240

(7)	The shareholders approved the authorization of the board of directors to acquire shares in the capital of the Company:


Votes For	Votes Against	Abstain	Broker Non-Votes
127,059,773	16,885,675	314,521	—

(8)(a)

The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptive rights for 10% of the Company’s issued share capital:


Votes For	Votes Against	Abstain	Broker Non-Votes
116,335,878	6,427,945	282,906	21,213,240

(8)(b)


Votes For	Votes Against	Abstain	Broker Non-Votes
101,510,968	21,257,109	278,652	21,213,240

(9)	The non-binding, advisory vote to consider the frequency of the shareholders’ non-binding, advisory vote on the compensation of the Company’s named executive officers was approved as follows:


Votes For Every Year	Votes for Every Two Years	Votes for Every Three Years	Abstain
117,550,478	25,455	1,605,941	3,864,855

Based on the results of the vote, and consistent with the recommendation of the Company’s board of directors, the Company has determined to hold a non-binding advisory vote regarding the compensation of its named executive officers every year until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company’s named executive officers.

SIGNATURE

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.