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
On July18, 2017, Elizabeth M. Bauer was appointed to serve as Senior Vice President, Corporate Controller and Principal Accounting Officerof Hyatt Hotels Corporation (the “Company”), effective as of August4, 2017. In this capacity, Ms.Bauer will also serve as the Company’s principal accounting officer, effective as of August4, 2017. Bradley O’Bryan, the Company’s previous Senior Vice President, Corporate Controller and Principal Accounting Officer, has been appointed to serve as the Treasurer and Senior Vice President, Investor Relations and Corporate Finance of the Company, effective as of August4, 2017, and will no longer serve as the Company’s principal accounting officer as of such date.
Ms.Bauer, age 38, has served as Vice President, Americas Corporate Finance of the Company since April 2017. Prior to that position, Ms.Bauer served as Vice President, SEC and Financial Reporting of the Company from September 2014 to April 2017 and as Director of Global Policies and Procedures of the Company from November 2011 to September 2014. Prior to her roles at the Company, Ms.Bauer served as a Senior Manager at KPMG. Ms.Bauer holds a B.S. in Business Administration and a M.S. in Accounting from the University of Colorado Boulder.
| Item 5.02 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July18, 2017, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 4,233,000 shares of Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”). 4,000,000 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 May22, 2017. An additional 233,000 shares of Class B Common Stock were converted into shares of ClassA Common Stock in connection with the sale of an aggregate of 233,000 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 4,233,000 shares. The total number of authorized shares of the Company is now 1,428,085,251 shares, consisting of 1,000,000,000 shares designated ClassA Common Stock, 418,085,251 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 5.02 | Financial Statements and Exhibits. |
| 3.1 | Certificate of Retirement of 4,233,000 Shares of Class B Common Stock |
Hyatt Hotels Corp ExhibitEX-3.1 2 d416448dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF RETIREMENT OF 4,…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.
