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 amended.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
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.
No. Document Description
3.1 Certificate of Retirement of 783,085 Shares of Class B Common Stock
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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