| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 8, 2023, the Board of Directors (the “Board”) of Hyatt Hotels Corporation (the “Company”) increased the size of the Board from eleven to twelve members and appointed Heidi O’Neill to the Board effective February 8, 2023, to hold office until the Company’s 2023 annual meeting of stockholders and until her successor is duly elected and qualified. The Board designated Ms. O’Neill as a Class II member of the Board. In addition, Ms. O’Neill has been appointed as a member of the Board’s Talent and Compensation Committee, effective February 8, 2023.
There is no arrangement or understanding between Ms. O’Neill and any other person pursuant to which Ms. O’Neill was appointed as a director. Ms. O’Neill does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. O’Neill will be entitled to compensation for her service on the Board on the same basis as all other non-employee directors of the Company, pursuant to the Hyatt Hotels Corporation Amended and Restated Summary of Non-Employee Director Compensation and the Amended and Restated Hyatt Hotels Corporation Deferred Compensation Plan for Directors, as amended.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 9, 2023, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 100,000 shares of Class B common stock, $0.01 par value per share, of the Company (the “Class B Common Stock”). All 100,000 shares of Class B Common Stock were converted into shares of Class A common stock, in connection with the sale of an aggregate of 100,000 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 100,000 shares. The total number of authorized shares of the Company is now 1,400,912,161, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 390,912,161 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. |
(d) Exhibits.
