Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In response to the ongoing COVID-19 pandemic, the senior leadership team and
directors of
The Board of Directors of the Company previously adopted, subject to stockholder
approval, the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term
Incentive Plan (the "2020 LTIP"), which was approved by the Company's
stockholders on
The Board of Directors of the Company also previously adopted, subject to
stockholder approval, the Second Amended and Restated Hyatt Hotels Corporation
Employee Stock Purchase Plan (the "2020 ESPP"), which was approved by the
Company's stockholders at the Annual Meeting, as described below. The 2020 ESPP
(i) increased the share limit by 650,000 shares; (ii) provided flexibility for
the talent and compensation committee to set the option price per share of
Class A common stock under the 2020 ESPP at or above 85% of the lesser of the
fair market value of a share of Class A common stock on the date of exercise and
the date of grant for the offering period; (iii) extended the term of the 2020
ESPP by 10 years until the 10th anniversary of the date on which the 2020 ESPP
was approved by the Company's stockholders; and (iv) provided flexibility for
purposes of administration of the 2020 ESPP with respect to participants in
non-
The foregoing descriptions of the 2020 LTIP and the 2020 ESPP are qualified in their entirety by reference to the text of such plans, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on
1. The Company's stockholders elected each of the following directors to serve until the Company's 2023 annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following votes: NOMINEE FOR WITHHELD BROKER NON-VOTES Thomas J. Pritzker 682,875,760 661,457 2,924,786 Pamela M. Nicholson 683,175,561 361,656 2,924,786 Richard C. Tuttle 682,871,888 665,329 2,924,786 James H. Wooten, Jr. 683,265,969 271,248 2,924,786
--------------------------------------------------------------------------------
2. The Company's stockholders ratified the appointment of
to serve as the Company's independent registered public accounting firm for
fiscal year 2020 by the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES 686,102,114 175,047 184,842 0
3. The Company's stockholders approved the Fourth Amended and
Hotels Corporation Long-Term Incentive Plan by the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES 682,926,491 429,871 180,855 2,924,786
4. The Company's stockholders approved the Second Amended and
Hotels Corporation Employee Stock Purchase Plan by the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES 683,220,996 135,569 180,652 2,924,786
5. The Company's stockholders approved, on an advisory basis, the compensation
paid to the Company's named executive officers as disclosed pursuant to theSecurities and Exchange Commission's compensation disclosure rules by the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 683,094,790 259,856 182,571 2,924,786
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan 10.2 Hyatt Hotels Corporation Second Amended and Restated Employee Stock Purchase Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source