Hyatt Hotels Corp
For the period ended May 20, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 2, 2026
Contents
PROXY STATEMENT SUMMARY
HYATT HOTELS CORPORATION
150 North Riverside Plaza
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 2026
The Board of Directors of Hyatt Hotels Corporation (referred to herein as “Hyatt,” “we,” “us” or the “Company”) solicits your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof. The Annual Meeting will be held on Wednesday, May 20, 2026, beginning at 9:30 a.m., Central Time, online via live webcast. In order to attend the Annual Meeting online, you must pre-register at www.proxydocs.com/h. You will need the control number located in the upper right corner of your proxy card or on the instructions that accompanied your proxy materials. After registering, you will receive a confirmation e-mail and an e-mail approximately one hour prior to the start of the meeting to the e-mail address you provided during registration with a unique link to the virtual meeting. This proxy statement is first being released to stockholders by the Company on or about April 2, 2026.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 20, 2026.
The proxy statement for the Annual Meeting and Annual Report
for the fiscal year ended December 31, 2025 are available at www.proxydocs.com/h.
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.
Annual Meeting of Stockholders
The Annual Meeting will be held online via live webcast on Wednesday, May 20, 2026, beginning at 9:30 a.m., Central Time.
You may attend the Annual Meeting only if you were a holder of record of our common stock at the close of business on March 23, 2026, the record date, or are a duly authorized proxy or representative thereof. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 71.
Voting Recommendations of the Board
| | Proposal | | | Description | | | For | | | Against | | | Page | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 1 | | | Election of Class II Directors | | | ✓ | | | | | | 3 | |
| | 2 | | | Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm | | | ✓ | | | | | | 50 | |
| | 3 | | | Stockholder proposal, as described in this proxy statement | | | | | | ✓ | | | 53 | |
| | 4 | | | Approval, on an advisory basis, of the compensation paid to named executive officers | | | ✓ | | | | | | 56 | |
Hyatt Hotels Corporation |2026 Proxy Statement 1
Director Nominees
Each director nominee is listed below, and you can find additional information in the section titled “Corporate Governance — Proposal 1 — Election of Directors” beginning on page 3.
| | Name | | | Age | | | Director Since | | | Board Committee(s) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · CLASS II · | |||||||||||
| | Gianni Marostica | | | 64 | | | 2026 | | | — | |
| | Heidi O’Neill | | | 61 | | | 2023 | | | Talent and Compensation | |
| | Richard C. Tuttle | | | 70 | | | 2004 | | | Nominating and Corporate Governance (Chair), Audit | |
Key Features of Our Executive Compensation Program
Pay-for-performance strategy that focuses on variable pay over fixed pay.
A mix of short- and long-term incentives that is weighted such that a significant percentage of total opportunity is in the form of long-term equity awards linked to long-term stockholder return.
Alignment of executive officer and stockholder interests by providing equity based compensation in the form of time-vested stock appreciation rights, time-vested restricted stock units, and performance-vested restricted stock units which, together, encourage a focus on earnings, returns, and long-term stockholder value while incentivizing continued employment.
Annual incentive plans that include a mix of enterprise and individual performance metrics, including non-financial measures.
No hedging of our stock by our named executive officers, directors, officers, and certain other individuals.
Share ownership requirements that align the long-term interests of named executive officers and directors with the interests of stockholders.
No “single trigger” severance or equity acceleration upon a change in control.
Stockholder Outreach
We believe that long-term stockholder value is supported by ongoing dialogue with the Company’s stockholders and the broader investment community. We value the perspective of our stockholders and will continue to seek their input on an ongoing basis. For additional information, see “Corporate Governance — Stockholder Outreach” on page 12.
World of Care
World of Care is our global approach to advancing care for people, the planet, and responsible business. See “Corporate Governance — World of Care” on page 12 for additional information.
2 Hyatt Hotels Corporation |2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.