| Item 7.01 |
Regulation FD Disclosure.
|
As described in the Hyatt Hotels Corporation’s (the “Company”)
Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, certain
outstanding shares of Class A Common Stock and Class B
Common Stock are (or were during the fiscal year ended
December 31, 2021) subject to lock-up restrictions contained in the
Amended and Restated Global Hyatt Agreement, the Amended and
Restated Foreign Global Hyatt Agreement and the 2007 Stockholders’
Agreement.
The Amended and Restated Global Hyatt Agreement and the Amended and
Restated Foreign Global Hyatt Agreement include restrictions on the
number of shares that may be sold by Pritzker family stockholders
in specified 12 month periods commencing November 5th of each year.
In accordance with such lock-up restrictions (and assuming such
lock-up restrictions are
not amended, waived or terminated and that there are no transfers
of shares amongst Pritzker family stockholders), during the 12
month period from November 5, 2022 through November 4,
2023, 15,816,348 restricted shares will be available for sale by
Pritzker family stockholders in the public market pursuant to the
terms of such agreements and applicable securities laws.
Another 2,270,395 restricted shares of Class B Common Stock
held by other stockholders party to the 2007 Stockholders’
Agreement are available for sale in the public market at any time
subject to applicable securities laws and certain rights of first
refusal of the Company pursuant to the terms of the 2007
Stockholders’ Agreement.
An additional 3,896 restricted shares are available for sale in the
public market at any time subject to applicable securities laws and
are not subject to any lock-up restrictions contained in the
foregoing agreements. The foregoing numbers are based on
information as of the date of this filing.
For additional information regarding the restrictions contained in
the Amended and Restated Global Hyatt Agreement, Amended and
Restated Foreign Global Hyatt Agreement and 2007 Stockholders’
Agreement, see Part I, Item 1, “Business—Stockholder
Agreements—Amended and Restated Global Hyatt Agreement,” “—Amended
and Restated Foreign Global Hyatt Agreement” and “—2007
Stockholders’ Agreement” of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021.
The foregoing numbers do not include any shares of Class A
Common Stock that may be issued and become eligible for sale in the
public market under the Company’s Fourth Amended and Restated Hyatt
Hotels Corporation Long-Term Incentive Plan, as amended, the
Amended and Restated Hyatt Hotels Corporation Employee Stock
Purchase Plan, the Amended and Restated Hyatt Corporation Deferred
Compensation Plan, and the Hyatt International Hotels Retirement
Plan.
The information furnished under Item 7.01 in this Form 8-K shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section and shall not be deemed incorporated by
reference in any filing made by Hyatt Hotels Corporation under the
Securities Act of 1933, as amended, or the Exchange Act, except as
set forth by specific reference in such filing.
Forward-Looking Statements
Forward-Looking Statements in this
Current Report on Form 8-K,
which are not historical facts, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements include statements about shares eligible
for future sale or future events and involve known and unknown
risks that are difficult to predict. As a result, our actual
results, performance or achievements may differ materially from
those expressed or implied by these forward-looking statements. In
some cases, you can identify forward-looking statements by the use
of words such as “may,” “could,” “expect,” “intend,” “plan,”
“seek,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue,” “likely,” “will,” “would” and variations
of these terms and similar expressions, or the negative of these
terms or similar expressions. Such forward-looking statements are
necessarily based upon estimates and assumptions that, while
considered reasonable by us and our management, are inherently
uncertain. Factors that may cause actual results to differ
materially from current expectations include, among others, the
risks discussed in the Company’s filings with the SEC, including
our annual report on Form 10-K and subsequent reports, which
filings are available from the SEC. We caution you not to place
undue reliance on any forward-looking statements, which are made
only as of the date of this Current Report on Form 8-K. We do not undertake or assume any
obligation to update publicly any of these forward-looking
statements to reflect actual results, new information or future
events, changes in assumptions or changes in other factors
affecting forward-looking statements, except to the extent required
by applicable law. If we update one or more forward-looking
statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking
statements.