| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On December 9, 2020, the Talent and Compensation Committee (the “Committee”) of the Board of Directors of Hyatt Hotels Corporation (the “Company”), in its capacity as Administrator of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, granted performance share units or “PSUs” pursuant to a Performance Share Unit Agreement approved by the Committee consistent with the form filed herewith as Exhibit 10.1 (the “2020 PSU Agreement”). The PSUs will vest and be paid out in shares of Class A common stock at the end of a five-and-a-half-year performance period if earned based on achievement of certain pre-determined goals (as approved by the Committee prior to the grant of the PSUs), and generally subject to the PSU holder’s continued employment through the performance period (except in the case of certain qualifying terminations of employment or the occurrence of a change of control of the Company). If the threshold goal is not achieved with respect to a performance goal, then the PSUs that could be earned based on attainment of such performance goal will be forfeited and none will vest. Within 30 days after vesting, the Company will deliver to the holder of the PSUs a number of shares of Class A common stock of the Company equal to the number of PSUs that vested.
The PSUs granted on December 9, 2020 vest based on attainment of performance goals over a performance period beginning on June 30, 2020 and ending on December 31, 2025 or the occurrence of a change in control.
The target number of PSUs granted on December 9, 2020 to the Company’s named executive officers is as follows: Mark S. Hoplamazian – 77,162; Joan Bottarini – 10,829; H. Charles Floyd – 18,106; and Mark R. Vondrasek – 11,845. The target number of PSUs was determined with consideration of the five-and-a-half-year performance period, which is longer than the historical three-year performance period used by the Company with respect to prior PSU awards. The maximum number of PSUs that can be earned is 150% of the target number of PSUs.
The foregoing description of the December 9, 2020 PSU grant is qualified in its entirety by reference to the terms of the form 2020 PSU Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 10, 2020, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 658,030 shares of Class B common stock, $0.01 par value per share, of the Company (the “Class B Common Stock”). All 658,030 shares of Class B Common Stock were converted into shares of Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock”), in connection with the sales of an aggregate of 658,030 shares of Class B Common Stock 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 658,030 shares. The total number of authorized shares of the Company is now 1,404,033,330, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 394,033,330 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 Exhibit 3.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
