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. |
(b) Director Resignation
On December 6, 2022, Pamela M. Nicholson resigned as a member of the Board of Directors (the “Board”) of Hyatt Hotels Corporation (the “Company”) and all other positions she held as a member of any committee of the Board. Ms. Nicholson’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On December 8, 2022, the Board decreased the size of the Board from twelve to eleven members.
(e) 2023-2025 Special PSUs
On December 8, 2022, the Talent and Compensation Committee (the “Committee”) of the Board, in its capacity as Administrator of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, as amended, granted performance share units or “2023-2025 Special PSUs” pursuant to a Performance Share Unit Agreement approved by the Committee consistent with the form filed herewith as Exhibit 10.1 (the “2023-2025 PSU Agreement”) to Mark R. Vondrasek, the Company’s Chief Commercial Officer. The target and maximum number of 2023-2025 Special PSUs granted to Mr. Vondrasek is 18,011. The 2023-2025 Special PSUs are eligible to vest and be paid out in shares of Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock”) at the end of a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025 or earlier upon the occurrence of certain changes in control of the Company, if earned, based on achievement of certain pre-determined goals (as approved by the Committee prior to the grant of the 2023-2025 Special PSUs), and generally subject to the holder’s continued employment through the performance period or the earlier occurrence of an applicable change of control of the Company (except in the case of certain qualifying terminations of employment). If a performance goal is not achieved, then the 2023-2025 Special PSUs that could be earned based on attainment of such performance goal will be forfeited and will not vest. In addition, if a threshold goal is not achieved, then all of the 2023-2025 Special PSUs that could be earned will be forfeited and none will vest. Within 30 days after the determination of performance, the Company will deliver to the holder of the 2023-2025 Special PSUs a number of shares of Class A Common Stock of the Company equal to the number of 2023-2025 Special PSUs that vested.
The foregoing description of the grant of 2023-2025 Special PSUs is qualified in its entirety by reference to the terms of the form 2023-2025 Special PSU Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Document Description | |
| 10.1 | Form of 2023-2025 Special Performance Share Unit Agreement under the Fourth 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: December 9, 2022 | By: | /s/ Margaret C. Egan | ||||||
| Name: | Margaret C. Egan | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||