HYATT HOTELS CORPORATION (NYSE:H) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On September14, 2017, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 10,154,050 shares of Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”). 8,654,050 shares of Class B Common Stock were converted into shares of ClassA Common Stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) in connection with an underwritten offering of the Company’s securities to the Company’s Registration Statement on Form S-3 (File No.333-218162), filed on May22, 2017, as supplemented by the prospectus supplement dated August8, 2017. An additional 1,500,000 shares of Class B Common Stock were converted into shares of ClassA Common Stock in connection with the sale of an aggregate of 1,500,000 shares of Class B Common Stock by certain selling stockholders into the public market 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 ClassA 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 number of authorized shares of capital stock of the Company by 10,154,050 shares. The total number of authorized shares of the Company is now 1,416,117,742 shares, consisting of 1,000,000,000 shares designated ClassA Common Stock, 406,117,742 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, $0.01 par value per share. A copy of the Certificate of Retirement is attached as Exhibit 3.1 to this report.
| Item 5.03 | Financial Statements and Exhibits. |
Hyatt Hotels Corp ExhibitEX-3.1 2 d458154dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF RETIREMENT OF 10,…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.