Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(d) On September 8, 2021, the Board of
Directors (the “Board”) of Hyatt Hotels Corporation (the “Company”)
increased the size of the Board from eleven to twelve members and
appointed Dion Camp Sanders to the Board effective
September 8, 2021, to hold office until the Company’s annual
meeting of stockholders to be held in 2024 and until his successor
is duly elected and qualified. The Board designated
Mr. Sanders as a Class III member of the Board.
There is no arrangement or understanding between Mr. Sanders
and any other person pursuant to which Mr. Sanders was
appointed as a director. Mr. Sanders does not have a direct or
indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Sanders will be entitled to compensation for his service
on the Board on the same basis as all other non-employee directors of the Company,
pursuant to the Hyatt Hotels Corporation Amended and Restated
Summary of Non-Employee
Director Compensation and the Amended and Restated Hyatt Hotels
Corporation Deferred Compensation Plan for Directors, as
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On September 9, 2021, the Company filed a Certificate of
Retirement with the Secretary of State of the State of Delaware to
retire 783,085 shares of Class B common stock, $0.01 par value
per share, of the Company (the “Class B Common Stock”). All
783,085 shares of Class B Common Stock were converted into
shares of Class A common stock, $0.01 par value per share, of
the Company (the “Class A Common Stock”), in connection with
the sales of an aggregate of 783,085 shares of Class B Common
Stock by certain selling stockholders into the public market
pursuant to Rule 144 under the Securities Act of 1933, as amended.
The Company’s Amended and Restated Certificate of Incorporation
requires that any shares of Class B Common Stock that are
converted into shares of Class A Common Stock be retired and
may not be reissued.
Effective upon filing, the Certificate of Retirement amended the
Amended and Restated Certificate of Incorporation of the Company to
reduce the total authorized number of shares of capital stock of
the Company by 783,085 shares. The total number of authorized
shares of the Company is now 1,401,835,245, such shares consisting
of 1,000,000,000 shares designated Class A Common Stock,
391,835,245 shares designated Class B Common Stock, and
10,000,000 shares designated Preferred Stock, par value $0.01 per
share. A copy of the Certificate of Retirement is attached as
Exhibit 3.1 hereto.
Item 9.01. Financial Statements and Exhibits.