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 Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)On March22, 2017, the Board of Directors (the Board) of Hyatt
Hotels Corporation (the Company) appointed Paul D. Ballew to the
Board effective March23, 2017 to hold office until the Companys
annual meeting of stockholders to be held in 2019 and until his
successor is duly elected and qualified. The Board designated
Mr.Ballew as a Class I member of the Board, filling the vacancy
created by the resignation of Mr.William Wrigley, Jr. on March3,
2017.
There is no arrangement or understanding between Mr.Ballew and
any other person to which Mr.Ballew was appointed as a director.
Mr.Ballew does not have a direct or indirect material interest in
any transaction required to be disclosed to Item404(a) of
Regulation S-K.
Mr.Ballew will be entitled to compensation for his service on the
Board on the same basis as all other non-employee directors of
the Company, 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.
(e)On March22, 2017, the Board, upon recommendation of the
Compensation Committee of the Board (the Committee), approved an
amendment and restatement of the Companys Executive Officer
Change in Control Plan (the Prior Severance Plan), which amends
and restates the Prior Severance Plan in its entirety, and which
has been renamed the Hyatt Hotels Corporation Executive Officer
Severance and Change in Control Plan and Summary Plan
Description(as amended and restated, the Severance Plan).
The Severance Plan provides the Companys executive officers,
including its named executive officers, with payments and
benefits upon a termination of employment without cause (other
than due to death or disability) or upon a termination of
employment for good reason within the 24-month period following a
change in control (each, as defined in the Severance Plan).
In the event of a termination of employment without cause (other
than due to death or disability) which occurs outside of the
24-month period following a change in control, the executive
officer is entitled to the following payments and benefits:
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if the executive officer is (i)the Chairman or the President and Chief Executive Officer, cash severance equal to two times the sum of annual base salary and average annual cash bonus for the three fiscal years prior to the termination of employment (the three-year average bonus), or (ii)an executive officer other than the Chairman or the President and Chief Executive Officer, cash severance equal to one times the sum of annual base salary and three-year average bonus, subject to increase to two times the sum of annual base salary and three-year average bonus if a change in control occurs within three months following the executive officers termination of employment, in each case, payable in equal installments over the applicable severance period; and |
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a cash amount equal to the difference between the COBRA premiums that would be applicable to the executive officer and the amount the executive officer would have paid as an active employee of the Company for the same coverage (the COBRA benefit), payable in equal installments over the applicable severance period. |
In the event of a termination of employment without cause (other
than due to death or disability) or for good reason, in each
case, within the 24-month period following a change in control,
the executive officer is entitled to the following payments and
benefits:
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cash severance equal to two times the sum of annual base salary and target annual cash bonus, generally payable in equal installments over the severance period (however, if the change in control constitutes a change in control under applicable tax regulations, such cash severance will be paid in a lump sum); |
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a cash payment equal to the executive officers target annual cash bonus, prorated based on the number of days elapsed during the applicable calendar year prior to the termination of employment; and |
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the COBRA benefit, payable in equal installments over the severance period. |
Receipt of severance payments and benefits under the Severance
Plan is contingent on the executive officers timely execution and
delivery to the Company of an effective release of claims.
In addition, on March22, 2017, the Board upon recommendation of
the Committee, approved an amendment and restatement of the
Companys Corporate Office Severance Plan (the CO Severance Plan),
which amends and restates the CO Severance Plan in its entirety.
The amended and restated CO Severance Plan (the Restated CO
Severance Plan) provides, among other things, that executive
officers of the Company are not eligible to participate in the
Restated CO Severance Plan. As a result, following the adoption
of the Restated CO Severance Plan, executive officers of the
Company will be eligible to participate in the Severance Plan
only, and will no longer be eligible to participate in the
Restated CO Severance Plan.
The foregoing description of the Severance Plan is qualified in
its entirety by reference to the full text of the Severance Plan,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
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Exhibit Number |
Exhibit Description |
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| 10.1 |
Hyatt Hotels Corporation Executive Officer Severance and Change in Control Plan and Summary Plan Description |
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. HYATT HOTELS CORPORATION (NYSE:H) Recent Trading Information
HYATT HOTELS CORPORATION (NYSE:H) closed its last trading session up +0.75 at 52.65 with 944,419 shares trading hands.