HYATT HOTELS CORPORATION (NYSE:H) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March21, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Hyatt Hotels Corporation (the “Company”) unanimously approved the Hyatt Hotels Corporation 2018 Executive Incentive Plan (the “Plan”). The Plan replaces the Amended and Restated Hyatt Hotels Corporation Executive Incentive Plan (the “Prior Plan”). The Plan eliminates certain features of the Prior Plan that were required in order to exempt awards made under the Prior Plan from the $1million compensation deduction limit set forth in Section162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) which, following the recent enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), is no longer applicable for tax years beginning after December31, 2017, as further described below. The material terms of the Plan, including where the terms of the Plan are materially different from the Prior Plan, are described below.
Changes Relating to the Elimination of the Performance-Based Compensation Exemption under Section162(m) of the Code.
As described above, the Tax Act repeals the “performance-based compensation” exemption to the $1million compensation deduction limit set forth in Section162(m) of the Code, effective for tax years beginning after December31, 2017. Consistent with this change in tax treatment, the Plan generally eliminates provisions included in the Prior Plan primarily to ensure that bonuses awarded under the Prior Plan would qualify for the “performance-based compensation” exemption, including provisions requiring administration of the Plan by “outside directors,” timing requirements for establishing performance goals, certain limitations on adjustments to performance goals and written certification of performance goals.
Despite the Tax Act’s repeal of the performance-based compensation exemption under Section162(m) of the Code, the Company believes that certain executive compensation practices associated with the former performance-based compensation exemption under Section162(m) of the Code are now recognized by investors and shareholders as good practices. Accordingly, the Committee currently expects to administer the Plan in a manner that continues to emphasize performance-based incentives conditions linked to the achievement of rigorous and transparent performance goals. The Plan also continues to include the individual award limit included in the Prior Plan, which caps the maximum annual bonus payable to an award granted to any individual participant under the Plan to $5million.
Material Terms of the Plan.
Administration. The Plan is administered by the Compensation Committee, or any subcommittee that is appointed by the Compensation Committee to administer the Plan (in any case, the “Administrator”).
Eligibility. Bonuses under the Plan may be awarded by the Administrator to such executives or other employees of the Company and its subsidiaries and affiliates whom the Administrator from time to time determines will be eligible to receive a bonus under the Plan.
Terms and Conditions Applicable to Bonuses. A participant may be eligible for a bonus under the Plan with respect to any period(s) of employment or performance established by the Administrator and based on such objective and/or subjective performance criteria as determined by the Administrator. The Plan contains a non-exclusive list of performance goals that the Administrator may choose with respect to bonuses under the Plan. The performance goals may differ for each eligible participant and may apply to the Company as a whole, to one of the Company’s business units, or to any subsidiary. The Administrator may adjust any of the performance goals (or any individual component of any performance goal) to reflect items that the Administrator deems appropriate, which may include items relating to unusual or nonrecurring events or change in applicable laws, accounting principles or business conditions.
Limitation on Bonuses. As noted above, the maximum annual bonus payable to an award granted to any individual participant under the Plan is $5million.
Payment of Bonuses. Unless otherwise determined by the Administrator, an eligible participant must be actively employed by the Company or its subsidiaries or affiliates as of the last day of the applicable performance period to which a bonus relates in order to receive such bonus. Bonuses may be paid in cash or, with the consent of the applicable participant and Administrator, Company common stock of equivalent value granted to the Third Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (as amended or restated), which may be subject to vesting or other conditions as determined by the Administrator. Bonuses under the Plan will be paid as soon as practicable after the end of the performance period to which the bonus relates, and in no event later than two and one-half months following the later of the participant’s or the Company’s taxable year which contains the last day of the performance period to which the bonus relates. Bonuses paid under the Plan are subject to the provisions of any claw-back policy implemented by the Company.
Amendment and Termination. The Administrator may amend or terminate the Plan in its sole discretion, or direct the discontinuance of awards made under the Plan either temporarily or permanently. However, following a “change in control” (as defined in the Plan), the Administrator may not terminate the Plan during any performance period without payment of a pro-rata portion of any bonus.
The foregoing description of terms of the Plan is qualified in its entirety by reference to the text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
| 10.1 | Hyatt Hotels Corporation 2018 Executive Incentive Plan |
Hyatt Hotels Corp ExhibitEX-10.1 2 d478719dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 HYATT HOTELS CORPORATION 2018 EXECUTIVE INCENTIVE PLAN I. PURPOSE The purpose of the Hyatt Hotels Corporation 2018 Executive Incentive Plan (the “Plan”) is to enhance the ability of Hyatt Hotels Corporation (the “Company”) to attract and retain highly qualified individuals who will contribute to the,…To view the full exhibit click here
About HYATT HOTELS CORPORATION (NYSE:H)
Hyatt Hotels Corporation is a global hospitality company. The Company develops, owns, operates, manages, franchises, licenses or provides services to a portfolio of properties, consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential and vacation properties. The Company operates through four segments: Owned and leased hotels; Americas management and franchising; Southeast Asia, China, Australia, South Korea and Japan (ASPAC) management and franchising, and Europe, Africa, the Middle East and Southwest Asia (EAME/SW Asia) management. The Company’s hotel portfolio consists of approximately 600 properties (over 159,340 rooms). The Company’s full service hotels and resorts operate under six brands: Park Hyatt, Grand Hyatt, Andaz, Hyatt Regency, Hyatt Centric and Hyatt. The Company’s two select service brands include Hyatt Place and Hyatt House.
