Hyatt Hotels Corp 8-K, filed Sep 9, 2021
Hyatt Hotels Corp (H)
About this 8-K
Hyatt Hotels Corp filed this 8-K on September 9, 2021, reporting on events of September 8, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
(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 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.
(d) Exhibits.
| Exhibit 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) | |
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: September 9, 2021 | By: | /s/ Margaret C. Egan | ||||
| Name: | Margaret C. Egan | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Exhibit 3.1
CERTIFICATE OF RETIREMENT
OF
783,085 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 783,085 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 783,085 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring the 783,085 shares of Class B Common Stock that converted into 783,085 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 783,085 shares, such that the total number of authorized shares of the Corporation shall be 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.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 9th day of September, 2021.
| HYATT HOTELS CORPORATION | ||||
| By: | /s/ Margaret C. Egan | |||
| Name: | Margaret C. Egan | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
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