Current Report Filing (8-k)
January 23 2018 - 4:33PM
Edgar (US Regulatory)
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): January 17, 2018
HYATT HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-34521
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20-1480589
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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150 North Riverside Plaza
Chicago, IL
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60606
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (312)
750-1234
Former name or former address, if changed since last report: Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 17, 2018 (the Effective Date), Hyatt Hotels Corporation (the Company) entered into a Transition and Separation
Agreement with Mr. Stephen Haggerty (the Separation Agreement). Pursuant to the Separation Agreement, commencing on the Effective Date and continuing for a transition period through July 31, 2018 (or until certain earlier
separation events), Mr. Haggerty will remain employed on a full-time basis with the Company in the role of Special Advisor to the Chief Executive Officer. During the transition period, Mr. Haggerty will continue to earn and vest into his
current compensation and benefits, including eligibility to vest into previously-issued equity incentive awards and to earn a 2018 annual cash incentive for the transition period.
Subject to Mr. Haggertys continued employment through July 31, 2018 (or earlier separation due to death or disability): (i) the Company will
continue to pay Mr. Haggerty the sum of his annual base salary and three-year average annual cash incentive in installments for a period of one year following separation; (ii) the Company will pay to Mr. Haggerty a
lump-sum
payment in the amount of $20,077; and (iii) the Company will reimburse Mr. Haggerty up to a maximum of $10,000 for legal fees incurred in connection with the preparation and review of the
Separation Agreement. The foregoing severance and transition period bonus eligibility are conditioned on Mr. Haggertys timely execution of an effective general release of claims and continued compliance with Company policies and
applicable restrictive covenants.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the text of the
Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events
On January 18, 2018, the Company issued a press release announcing certain organizational changes. The full text of the press release is attached as
Exhibit 99.1 hereto.
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits.
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.
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Hyatt Hotels Corporation
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Date: January 23, 2018
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By:
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/s/ Patrick J. Grismer
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Name: Patrick J. Grismer
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Title: Executive Vice President, Chief Financial Officer
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