UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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. |
As previously disclosed, Michael A. Rocca did not stand for re-election as a director of the Board of Directors (the “Board”) of Hyatt Hotels Corporation (the “Company”) at the Company’s Annual Meeting held on May 21, 2025. In connection with Mr. Rocca’s departure, the Board decreased the size of the Board from thirteen to twelve members. On May 22, 2025, James H. Wooten, Jr. retired as a member of the Board and all other positions he held as a member of any committee of the Board. Mr. Wooten’s retirement was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On May 22, 2025, as a result of Mr. Wooten’s retirement, the Board further decreased the size of the Board from twelve to eleven members, effective as of May 22, 2025.
On March 19, 2025, the Company filed a Current Report on Form 8-K under Item 5.02 disclosing that Tracey T. Travis was appointed to the Board, effective March 18, 2025. At the time of that filing, Ms. Travis’s committee appointments had not yet been determined by the Board. On May 22, 2025, the Board appointed Ms. Travis to the Audit Committee of the Board, effective May 22, 2025.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual Meeting was held on May 21, 2025. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
| 1. | The Company’s stockholders elected each of the following Class I directors to serve until the Company’s 2028 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 | |||
| Paul D. Ballew | 568,331,100 | 805,693 | 4,353,301 | |||
| Mark S. Hoplamazian | 568,516,962 | 619,831 | 4,353,301 | |||
| Cary D. McMillan | 551,006,972 | 18,129,821 | 4,353,301 | |||
| Tracey T. Travis | 568,855,570 | 281,223 | 4,353,301 |
| 2. | The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2025 by the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||
| 572,702,051 | 685,537 | 102,506 | 0 |
| 3. | The Company’s stockholders did not approve the stockholder proposal requesting that the Company eliminate its multi-class share structure by the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||
| 28,162,808 | 540,861,841 | 112,144 | 4,353,301 |
| 4. | The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules by the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||
| 568,359,857 | 650,927 | 126,009 | 4,353,301 |
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: May 23, 2025 | By: | /s/ Margaret C. Egan | |
| Name: | Margaret C. Egan | ||
| Title: | Executive Vice President, General Counsel and Secretary | ||