Hyatt Hotels Corp
For the period ended May 15, 2024. Filed Apr 4, 2024.
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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 15, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| Hyatt Hotels Corporation | |
| (Name of Registrant as Specified in Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2024 Annual Meeting of Stockholders and Proxy Statement
Wednesday, May 15, 2024 at 9:30 a.m., Central Time
150 North Riverside Plaza, Chicago, IL 60606 • Tel: 312.750.1234
www.hyatt.com
April 4, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation, which will be held online via live webcast, on Wednesday, May 15, 2024, at 9:30 a.m., Central Time. The Annual Meeting will be held as a virtual meeting only, and you will not be able to attend the Annual Meeting in person. We believe that the environmentally-friendly virtual meeting format will provide expanded access, improved communication, and cost savings for our stockholders and Hyatt.
In order to attend the Annual Meeting online, you mustpre-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 confirmatione-mail and ane-mail approximately one hour prior to the start of the meeting to thee-mail address you provided during registration with a unique link to the virtual meeting. You will be able to vote your shares electronically and submit questions electronically. The Annual Meeting live webcast will begin promptly at 9:30 a.m., Central Time, on May 15, 2024.
At the Annual Meeting you will be asked to (1) elect four directors to our Board of Directors, (2) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, (3) approve the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, (4) approve, on an advisory basis, the compensation paid to our named executive officers, and (5) transact any other business as properly may come before the Annual Meeting or any adjournment or postponement thereof.
It is important that your shares be represented and voted whether or not you plan to virtually attend the Annual Meeting. You may submit a proxy to vote on the Internet, by telephone or by completing and mailing a proxy card. Submitting a proxy to vote over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you do virtually attend the Annual Meeting, you may withdraw your proxy should you wish to vote virtually at the Annual Meeting. Please read the enclosed information carefully before voting.
| Sincerely, | |
|---|---|
| Thomas J. Pritzker Executive Chairman of the Board | Mark S. Hoplamazian President and Chief Executive Officer |
150 North Riverside Plaza,
Chicago, Illinois 60606
Notice of Annual Meeting of Stockholders
To Be Held May 15, 2024
NOTICE HEREBY IS GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation (“Hyatt”) will be held online via live webcast on Wednesday, May 15, 2024, at 9:30 a.m., Central Time. In order to attend the Annual Meeting online, you mustpre-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 confirmatione-mail and ane-mail approximately one hour prior to the start of the meeting to thee-mail address you provided during registration with a unique link to the virtual meeting. At the virtual meeting, stockholders will act on the following matters:
| 1. | Election of four directors to hold office until the 2027 annual meeting of stockholders; |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as Hyatt’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | Approval of the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan; |
| 4. | An advisory vote to approve the compensation paid to our named executive officers; and |
| 5. | Any other matters that may properly be presented at the Annual Meeting or any adjournment or postponement thereof. |
Information relating to the above matters is set forth in the attached proxy statement. Stockholders of record at the close of business on March 21, 2024 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
This Notice of Annual Meeting of Stockholders, proxy statement, and proxy card are being sent to stockholders beginning on or about April 4, 2024.
Thank you for your ongoing support of Hyatt Hotels Corporation.
Margaret C. Egan
Executive Vice President, General Counsel and Secretary
The proxy statement for the Annual Meeting and Annual Report
for the fiscal year ended December 31, 2023 are available at www.proxydocs.com/h.
PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, EXECUTE, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. YOU MAY ALSO SUBMIT A PROXY TO VOTE ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DO SO BY INTERNET OR TELEPHONE, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD BY MAIL. STOCKHOLDERS WHO VIRTUALLY ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE VIRTUALLY AT THE ANNUAL MEETING IF THEY SO DESIRE.
Table of Contents
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 3 |
| Proposal 1 — Election Of Directors | 3 |
| Communications with the Board of Directors | 11 |
| Code of Business Conduct and Ethics | 11 |
| Corporate Governance Guidelines | 11 |
| Director Independence | 11 |
| Stockholder Outreach | 12 |
| World of Care | 12 |
| Committees of the Board of Directors | 14 |
| Compensation of Non-Employee Directors | 20 |
| Talent and Compensation Committee Report | 23 |
| Talent and Compensation Committee Interlocks and Insider Participation | 23 |
| EXECUTIVE COMPENSATION | 24 |
| Compensation Discussion and Analysis | 24 |
| Summary Compensation Table | 36 |
| Grants of Plan-Based Awards | 37 |
| Outstanding Equity Awards at Fiscal Year End | 39 |
| Option Exercises and Stock Vested | 41 |
| Non-Qualified Deferred Compensation Table | 41 |
| CEO Pay Ratio | 44 |
| Pay Versus Performance | 46 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 48 |
| Proposal 2 — Ratification of Appointment of the Independent Registered Public Accounting Firm | 48 |
| Independent Registered Public Accounting Firm’s Fees | 48 |
| Policy on Audit Committee Preapproval of Audit and Permissible Nonaudit Services of the Independent Registered Public Accounting Firm | 49 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 50 |
| FIFTH AMENDED AND RESTATED HYATT HOTELS CORPORATION LONG-TERM INCENTIVE PLAN | 51 |
| Proposal 3 — Approval of Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan | 51 |
| ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 59 |
| Proposal 4 — Advisory Vote to Approve Executive Compensation | 59 |
| STOCK OWNERSHIP INFORMATION | 60 |
|---|---|
| Security Ownership of Certain Beneficial Owners and Management | 60 |
| Equity Compensation Plan Information | 66 |
| Delinquent Section 16(a) Reports | 66 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 68 |
| Certain Relationships and Related Party Transactions | 68 |
| Related Party Transaction Policy and Procedures | 71 |
| ANNUAL MEETING INFORMATION AND PROXY MATERIALS | 73 |
| Attending the Annual Meeting | 73 |
| Questions and Answers about the Proxy Materials and the Annual Meeting | 73 |
| List of the Company’s Stockholders | 79 |
| Delivery of Proxy Materials to Households | 79 |
| Other Matters That May Come Before the Annual Meeting | 80 |
150 North Riverside Plaza
Chicago, Illinois 60606
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 2024
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 2024 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof. The Annual Meeting will be held on Wednesday, May 15, 2024, beginning at 9:30 a.m., Central Time, online via live webcast. In order to attend the Annual Meeting online, you mustpre-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 confirmatione-mail and ane-mail approximately one hour prior to the start of the meeting to thee-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 4, 2024.
The proxy statement for the Annual Meeting and Annual Report
for the fiscal year ended December 31, 2023 are available at www.proxydocs.com/h.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.