Hyatt Hotels Corp

For the period ended May 15, 2024. Filed Apr 4, 2024.

About this filing

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

H$184.32+0.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

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 15, 2024, 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 21, 2024, 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 73.

Voting Recommendations of the Board

Proposal · Description · For · Against · Page
1	Election of Directors	X	3
2	Ratification of the appointment of Deloitte & Touche LLP as independent auditor	X	48
3	Approval of the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan	X	51
4	Approval, on an advisory basis, of the compensation paid to named executive officers	X	59

Hyatt Hotels Corporation \| 2024 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	DirectorSince	Board Committee(s)
CLASS III
Alessandro Bogliolo	58	2023	—
Susan D. Kronick	72	2009	Talent and Compensation (Chair), Finance, Nominating and Corporate Governance
Jason Pritzker	44	2014	Finance
Dion Camp Sanders	50	2021	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 corporate 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 Careis our global platform for communicating Hyatt’s commitment to care for the planet, people, and responsible business. See “Corporate Governance — World of Care” on page 12 for additional information.

2	Hyatt Hotels Corporation \| 2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.