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. |
On May 17, 2023, the Talent and Compensation Committee (the “Committee”) of the Board of Directors of Hyatt Hotels Corporation (the “Company”), 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 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”). The 2023-2025 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 a change 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 PSUs), and generally subject to the holder’s continued employment through the performance period or the earlier occurrence of a change of control of the Company (except in the case of certain qualifying terminations of employment). If the threshold goal is not achieved with respect to the performance goals, then the 2023-2025 PSUs that could be earned based on attainment of such performance goals will be forfeited and none will vest. Within 30 days after vesting, the Company will deliver to the holder of the 2023-2025 PSUs a number of shares of Class A Common Stock of the Company equal to the number of 2023-2025 PSUs that vested.
The target number of 2023-2025 PSUs granted on May 17, 2023 to the Company’s named executive officers is as follows: Mark S. Hoplamazian – 44,758; Joan Bottarini – 8,593; H. Charles Floyd – 8,951; and Mark R. Vondrasek – 6,266. The maximum number of 2023-2025 PSUs that any officer can earn is 200% of the target number of 2023-2025 PSUs.
The foregoing description of the grant of 2023-2025 PSUs is qualified in its entirety by reference to the terms of the form 2023-2025 PSU Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference.
The Board of Directors of the Company previously ratified and approved, subject to stockholder ratification and approval of, the prior adoption and approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Inventive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan under Section 204 of the Delaware General Corporation Law, as amended, which was ratified and approved by the Company’s stockholders on May 17, 2023 at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), as described below.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual Meeting was held on May 17, 2023. 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 2024 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 | |||
| Susan D. Kronick |
625,475,772 | 3,339,209 | 3,767,065 | |||
| Jason Pritzker |
614,204,386 | 14,610,595 | 3,767,065 | |||
| Dion Camp Sanders |
627,932,412 | 882,569 | 3,767,065 |
The Company’s stockholders elected each of the following Class I directors to serve until the Company’s 2025 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 | |||
| Paul D. Ballew |
627,931,174 | 883,807 | 3,767,065 | |||
| Mark S. Hoplamazian |
627,768,875 | 1,046,106 | 3,767,065 | |||
| Cary D. McMillan |
613,453,560 | 15,361,421 | 3,767,065 | |||
| Michael A. Rocca |
625,857,135 | 2,957,846 | 3,767,065 |
The Company’s stockholders elected each of the following Class II directors to serve until the Company’s 2026 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 | |||
| Thomas J. Pritzker |
613,987,173 | 14,827,808 | 3,767,065 | |||
| Heidi O’Neill |
626,611,240 | 2,203,741 | 3,767,065 | |||
| Richard C. Tuttle |
609,535,015 | 19,279,966 | 3,767,065 | |||
| James H. Wooten, Jr. |
625,587,543 | 3,227,438 | 3,767,065 |
| 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 2023 by the following votes: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 631,303,076 |
1,255,127 | 23,843 | 0 |
| 3. | 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 | |||
| 626,805,840 |
1,992,747 | 16,394 | 3,767,065 |
| 4. | The Company’s stockholders determined, on an advisory basis, to hold an advisory vote on executive compensation every year by the following votes: |
| EVERY YEAR |
EVERY 2 YEARS |
EVERY 3 YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 628,561,671 |
5,723 | 239,527 | 8,060 | 3,767,065 |
The Company’s Board of Directors has considered these results and determined that the Company will include an advisory vote on executive compensation in the Company’s proxy materials each year until the next advisory vote on the frequency of future advisory votes on executive compensation required by applicable law.
| 5. | The Company’s stockholders ratified and approved, pursuant to Section 204 of the Delaware General Corporation Law, as amended, the prior adoption and approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Inventive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan by the following votes: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 627,367,377 |
1,427,623 | 19,981 | 3,767,065 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Document Description | |
| 10.1 | Form of 2023-2025 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: May 18, 2023 | By: | /s/ Margaret C. Egan | ||||
| Name: | Margaret C. Egan | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||