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Hyatt Hotels Corp

For the period ended May 21, 2025. Filed Apr 3, 2025.

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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 21, 2025 · Filed Apr 3, 2025

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

2025 Annual Meeting of Stockholders and

Proxy Statement

Wednesday, May 21, 2025 at 9:30 a.m., Central Time

150 North Riverside Plaza, Chicago, IL 60606 • Tel: (312)750-1234

www.hyatt.com

April 3, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation, which will be held online via live webcast, on Wednesday, May 21, 2025, 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 during the meeting. The Annual Meeting live webcast will begin promptly at 9:30 a.m., Central Time, on May 21, 2025.

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) vote on a stockholder proposal, as described in this proxy statement, (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 BoardMark S. Hoplamazian President and Chief Executive Officer

150 North Riverside Plaza,

Chicago, Illinois 60606

Notice of Annual Meeting of Stockholders

To Be Held May 21, 2025

NOTICE HEREBY IS GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation (“Hyatt”) will be held online via live webcast on Wednesday, May 21, 2025, 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 2028 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, 2025;
3.A stockholder proposal, as described in this proxy statement;
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 24, 2025 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 3, 2025.

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, 2024 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 SUMMARY1
CORPORATE GOVERNANCE3
Proposal 1 — Election of Directors3
Communications with the Board of Directors11
Code of Business Conduct and Ethics11
Corporate Governance Guidelines11
Insider Trading Compliance Policy11
Director Independence11
Stockholder Outreach12
World of Care12
Committees of the Board of Directors13
Compensation of Non-Employee Directors18
Talent and Compensation Committee Report21
Talent and Compensation Committee Interlocks and Insider Participation21
EXECUTIVE COMPENSATION22
Compensation Discussion and Analysis22
Summary Compensation Table35
Grants of Plan-Based Awards36
Outstanding Equity Awards at Fiscal Year End38
Option Exercises and Stock Vested40
Non-Qualified Deferred Compensation Table40
CEO Pay Ratio43
Pay Versus Performance45
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM47
Proposal 2 — Ratification of Appointment of the Independent Registered Public Accounting Firm47
Independent Registered Public Accounting Firm’s Fees47
Policy on Audit Committee Preapproval of Audit and Permissible Nonaudit Services of the Independent Registered Public Accounting Firm48
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS49
STOCKHOLDER PROPOSAL50
Proposal 3 — Stockholder Proposal50
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION52
Proposal 4 — Advisory Vote to Approve Executive Compensation52
STOCK OWNERSHIP INFORMATION53
Security Ownership of Certain Beneficial Owners and Management53
Equity Compensation Plan Information59
Delinquent Section 16(a) Reports59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS61
Certain Relationships and Related Party Transactions61
Related Party Transaction Policy and Procedures64
ANNUAL MEETING INFORMATION AND PROXY MATERIALS66
Attending the Annual Meeting66
Questions and Answers about the Proxy Materials and the Annual Meeting66
List of the Company’s Stockholders72
Delivery of Proxy Materials to Households72
Other Matters That May Come Before the Annual Meeting73
APPENDIXA-1

150 North Riverside Plaza

Chicago, Illinois 60606

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 21, 2025

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 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof. The Annual Meeting will be held on Wednesday, May 21, 2025, 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 3, 2025.

The proxy statement for the Annual Meeting and Annual Report

for the fiscal year ended December 31, 2024 are available at www.proxydocs.com/h.

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.