Hyatt Hotels Corp
For the period ended May 21, 2025. Filed Apr 3, 2025.
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May 21, 2025 · Filed Apr 3, 2025
Contents
APPENDIX
Appendix A
Adjusted Compensation Earnings Before Interest Expense, Taxes, Depreciation, and Amortization (“Adjusted Compensation EBITDA”)
This proxy statement refers to Adjusted Compensation EBITDA, which, as we define it, is a measure that is not recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We define Adjusted Compensation EBITDA as consolidated Adjusted EBITDA, as defined below, for the year ended December 31, 2024; plus “Net Deferrals,” which represented the change in contract liabilities associated with the Unlimited Vacation Club paid membership program contracts less the change in deferred cost assets associated with the contracts; plus “Net Financed Contracts,” which represented Unlimited Vacation Club paid membership program contracts signed during the period for which an initial cash down payment has been received and the remaining balance was contractually due in monthly installments over an average term of less than 4 years; plus variable compensation expense included in consolidated Adjusted EBITDA. Net Deferrals and Net Financed Contracts represented activity in 2024 prior to the transaction on February 14, 2024 that resulted in the restructuring of the entity that owns the Company’s UVC business by selling 80% of the entity to an investor unaffiliated with the Company (the “UVC Transaction”). We believe Adjusted Compensation EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance for incentive compensation purposes.
Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)
Adjusted EBITDA, as we define it, is anon-GAAP measure. We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus net income (loss) attributable to noncontrolling interests and our pro rata share of unconsolidated owned and leased hospitality ventures” Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items:
| • | management and hotel services agreement and franchise agreement assets amortization and performance cure payments, which constitute payments to customers (“Contra revenue”); |
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| • | revenues for reimbursed costs; |
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| • | stock-based compensation expense; |
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| • | transaction and integration costs; |
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| • | depreciation and amortization; |
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| • | reimbursed costs that we intend to recover over the long term; |
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| • | equity earnings (losses) from unconsolidated hospitality ventures; |
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| • | interest expense; |
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| • | gains (losses) on sales of real estate and other; |
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| • | asset impairments; |
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| • | other income (loss), net; and |
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| • | benefit (provision) for income taxes. |
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We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to unallocated overhead expenses.
Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our chief operating decision maker, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the talent and compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.
| Hyatt Hotels Corporation | 2025 Proxy Statement | A-1 |
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We believe Adjusted EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance and making compensation decisions and facilitates our comparison of results with results from other companies within our industry.
Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit or provision for income taxes, which are dependent on company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization, which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue, which is dependent on company policies and strategic decisions regarding payments to hotel owners; and stock-based compensation expense, which varies among companies as a result of different compensation plans companies have adopted.
We exclude revenues for reimbursed costs and reimbursed costs which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit over the terms of the respective contracts. If we collect amounts in excess of amounts spent, we have a commitment to our hotel owners to spend these amounts on the related system-wide services and programs. Additionally, if we spend in excess of amounts collected, we have a contractual right to adjust future collections or expenditures to recover prior-period costs. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the system-wide services and programs are operated in the best long-term interests of our hotel owners. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. Adjusted EBITDA includes reimbursed costs related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations and may vary in frequency or magnitude, such as transaction and integration costs, asset impairments, unrealized and realized gains and losses on marketable securities, and gains and losses on sales of real estate and other.
Adjusted EBITDA is not a substitute for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to usingnon-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly namednon-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income (loss) generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally.
| A-2 | Hyatt Hotels Corporation | 2025 Proxy Statement |
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Non-GAAP Measure Reconciliation
Reconciliation of Net Income Attributable to Hyatt Hotels Corporation to Consolidated Adjusted EBITDA and Components of Adjusted Compensation EBITDA
| (in millions) | Year EndedDecember 31,2024 |
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| Net income attributable to Hyatt Hotels Corporation | $1,296 |
| Contra revenue | 69 |
| Revenues for reimbursed costs | (3,352) |
| Stock-based compensation expense(a) | 62 |
| Transaction and integration costs | 42 |
| Depreciation and amortization | 333 |
| Reimbursed costs | 3,457 |
| Equity (earnings) losses from unconsolidated hospitality ventures | (31) |
| Interest expense | 180 |
| (Gains) losses on sales of real estate and other | (1,245) |
| Asset impairments | 213 |
| Other (income) loss, net | (257) |
| (Benefit) provision for income taxes | 267 |
| Pro rata share of unconsolidated owned and leased hospitality ventures’ Adjusted EBITDA | 62 |
| Adjusted EBITDA | $1,096 |
| Net Deferrals(b) | $19 |
| Increase in Net Financed Contracts(b) | $18 |
| Variable compensation expense | $56 |
| (a) | Includes amounts recognized in general and administrative expenses and distribution expenses. |
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| (b) | Net Deferrals and Net Financed Contracts reflect activity prior to the UVC Transaction. |
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| Hyatt Hotels Corporation | 2025 Proxy Statement | A-3 |
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| Shareowner Services | |
| P.O. Box 64945 |
| Vote by Internet, Telephone or Mail | |
| 24 Hours a Day, 7 Days a Week | |
| Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. | |
| INTERNET/MOBILE – www.proxydocs.com/hUse the Internet to vote your proxy. Scan code below for mobile voting. | |
| PHONE – 1-866-883-3382 Use a touch-tone telephone to vote your proxy. | |
| MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. | |
| If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. |
Please detach here
The Board of Directors unanimously recommends a vote “FOR” each of the nominees in Proposal 1, a vote “FOR” Proposal 2, a vote “AGAINST” Proposal 3, and a vote “FOR” Proposal 4.
| 1. Election of Directors: | ||||||||
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| Class I (to hold office until the 2028 annual meeting of stockholders) | ☐ | Vote FOR all nominees (except as marked) | ☐ | Vote WITHHELD from all nominees | ||||
| 01 Paul D. Ballew | 03 Cary D. McMillan | |||||||
| 02 Mark S. Hoplamazian | 04 Tracey T. Travis | |||||||
| (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) | ||||||||
| 2. Ratification of the Appointment of Deloitte & Touche LLP as Hyatt Hotels Corporation’s Independent Registered Public Accounting Firm for Fiscal Year 2025. | ☐ | For | ☐ | Against | ☐ | Abstain | ||
| 3. Stockholder proposal requesting that Hyatt Hotels Corporation eliminate its multi-class share structure. | ☐ | For | ☐ | Against | ☐ | Abstain | ||
| 4. Approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules. | ☐ | For | ☐ | Against | ☐ | Abstain | ||
| THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH DIRECTOR NOMINEE IN PROPOSAL 1, “FOR” PROPOSAL 2, “AGAINST” PROPOSAL 3, AND “FOR” PROPOSAL 4. | ||||||||
| Address Change? Mark box, sign, and indicate changes below: ☐ | Date | |
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| Signature(s) in Box | ||
| Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis - trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. | ||
ANNUAL MEETING OF STOCKHOLDERS
Wednesday, May 21, 2025
9:30 a.m., Central Time
The Annual Meeting of Stockholders will be hosted as a virtual event via the Internet. To register for the virtual meeting, please follow the instructions below:
| • | Visit www.proxydocs.com/h on your smartphone, tablet or computer. |
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| • | As a stockholder, you will then be required to enter your control number which is located in the upper right hand corner on the reverse side of this proxy card. |
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| • | After registering, you will receive a confirmation email and an email approximately 1 hour prior to the start of the virtual meeting to the email address you provided during registration with a unique link to attend the virtual meeting. |
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| Hyatt Hotels Corporation 150 North Riverside Plaza Chicago IL 60606 | proxy |
This proxy is solicited by the Board of Directors for use at the Annual Meeting of Stockholders on May 21, 2025.
The shares of stock you hold in your account will be voted as you specify on the reverse side.
If no choice is specified, the proxy will be voted “FOR” each director nominee in Proposal 1, “FOR” PROPOSAL 2, “AGAINST” Proposal 3, and “FOR” Proposal 4.
By signing the proxy, you revoke all prior proxies and appoint Mark S. Hoplamazian and Margaret C. Egan, and each of them, with full power of substitution, as proxies and attorneys-in-fact to vote your shares as directed with respect to each of the proposals shown on the reverse side and in their discretion (1) with respect to any other matters which may properly come before the Annual Meeting of Stockholders and any adjournment or postponement thereof and (2) for the election of such other candidate or candidates as may be nominated by the board of directors if any nominee named herein becomes unable to serve or for good cause will not serve.
The proxy statement for the Annual Meeting of Stockholders and Annual Report
for the fiscal year ended December 31, 2024 are available at www.proxydocs.com/h
See reverse for voting instructions.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.