UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2020
PLAYA HOTELS & RESORTS N.V.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| The Netherlands | | 1-38012 | | 98-1346104 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
Prins Bernhardplein 200 1097 JB Amsterdam, the Netherlands | | Not Applicable |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: Tel: +31 20 571 12 02
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Ordinary Shares, €0.10 par value | | PLYA | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Playa Hotels & Resorts N.V. (the “Company”) held its annual general meeting of shareholders (the “AGM”) on Thursday June 25, 2020, at 11:00 a.m., Central European Summer Time, in Amsterdam, the Netherlands. At the AGM, the shareholders approved an amendment to the Company’s Articles of Association to remove the ability to issue bearer shares (the “Amendment”). A copy of the Deed of Amendment to the Articles of Association effectuating the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The results of the matters voted upon at the AGM are set forth below.
| (1) | The following nominees were elected as directors to serveone-year terms: |
| | | | | | | | |
Nominee | | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
Bruce D. Wardinski1 | | 115,138,485 | | 3,416,175 | | 39,034 | | 3,398,052 |
Richard B. Fried | | 115,048,058 | | 3,532,971 | | 12,665 | | 3,398,052 |
Gloria Guevara | | 115,478,273 | | 3,103,678 | | 11,743 | | 3,398,052 |
Charles Floyd | | 115,469,918 | | 3,110,985 | | 12,791 | | 3,398,052 |
Hal Stanley Jones | | 116,108,276 | | 2,472,620 | | 12,798 | | 3,398,052 |
Elizabeth Lieberman | | 115,801,118 | | 2,780,935 | | 11,641 | | 3,398,052 |
Karl Peterson | | 114,734,066 | | 3,846,911 | | 12,717 | | 3,398,052 |
Christopher W. Zacca | | 114,570,816 | | 4,010,768 | | 12,110 | | 3,398,052 |
| 1 | All nominees were elected asnon-executive directors except for Mr. Wardinski, who was elected as sole executive director. |
| (2) | The shareholders approved the adoption of the Company’s Dutch Statutory Annual Accounts for the fiscal year ended December 31, 2019: |
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 121,922,421 | | 11,591 | | 57,734 | | — |
| (3) | The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2020: |
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 121,928,752 | | 16,498 | | 46,496 | | — |
| (4) | The shareholders approved the instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending December 31, 2020: |
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 121,932,931 | | 10,454 | | 48,361 | | — |
| (5) | The shareholders approved the discharge of our directors from liability for the year ended December 31, 2019: |
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 115,479,170 | | 3,096,013 | | 18,511 | | 3,398,052 |
| (6) | The shareholders approved the authorization of the board of directors to acquire shares in the capital of the Company: |
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 121,233,352 | | 85,574 | | 672,820 | | — |
| (7) | The shareholders approved the Amendment: |
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 118,570,647 | | 7,959 | | 15,088 | | 3,398,052 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | PLAYA HOTELS & RESORTS N.V. |
| | | |
| Date: June 26, 2020 | | | | By: | | /s/ Ryan Hymel |
| | | | | | Ryan Hymel |
| | | | | | Chief Financial Officer |
