Hyatt Hotels Corp

On December 22, 2022, a purported stockholder of the Company filed a putative class action in the Court of Chancery of the State of Delaware captioned Steven Silverberg v. Hyatt Hotels Corporation et. al., C.A. No. 2022- 1191-JTL (Del. Ch.) (the "Action"). The Action was mooted on May 17, 2023 when the Company's stockholders voted to re-elect the Company's directors, and ratified and approved, pursuant to Section 204 of the DGCL, the prior adoption and approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan. On June 5, 2023, the Court entered an order dismissing the Action, but retained jurisdiction solely for the purpose of resolving the plaintiff's counsel's anticipated motion for an award of attorneys' fees and expenses. Without admitting any fault or wrongdoing, the Company agreed to pay $300,000 in attorneys' fees and expenses to the plaintiff's counsel in connection with the mooted claims. In entering the order, the Court did not review, and did not pass judgment on, the payment of the attorneys' fees and expenses.

On August 5, 2024, we filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 612,768 shares of Class B common stock, $0.01 par value per share, of the Company. The 612,768 shares of Class B common stock were converted into shares of Class A common stock in connection with sales by certain selling stockholders into the public market pursuant to Rule 144 under the Securities Act of 1933, as amended. The Company's Amended and Restated Certificate of Incorporation requires that any shares of Class B common stock that are converted into shares of Class A common stock be retired and may not be reissued.

Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 612,768 shares. The total number of authorized shares of the Company is now 1,397,385,242, such shares consisting of 1,000,000,000 shares designated Class A common stock,387,385,242 shares designated Class B common stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is attached as part of Exhibit 3.1 hereto.