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Hyatt (NYSE: H) reshapes board and details 2026 shareholder votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hyatt Hotels Corporation reported several board and governance updates tied to its 2026 Annual Meeting. On May 20, 2026, director Paul D. Ballew retired from the Board, with the company stating his retirement was not due to any disagreement over operations, policies or practices. As previously disclosed, Thomas J. Pritzker did not stand for re‑election, and on May 21, 2026 the Board reduced its size from twelve to ten members. The Board also appointed recently elected director Gianni Marostica to the Audit Committee, effective May 21, 2026. At the Annual Meeting on May 20, 2026, stockholders elected Marostica with 544,479,544 votes for and 100,306 withheld, Heidi O’Neill with 543,282,927 for and 1,296,923 withheld, and Richard C. Tuttle with 528,192,732 for and 16,387,118 withheld, in each case with 1,441,354 broker non‑votes. Additional proposals received the vote totals shown, including one item with 545,128,817 votes for and 877,697 against, and another with 541,786,817 for and 2,752,233 against.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Gianni Marostica 544,479,544 votes for Director election at 2026 Annual Meeting
Votes for Heidi O’Neill 543,282,927 votes for Director election at 2026 Annual Meeting
Votes for Richard C. Tuttle 528,192,732 votes for Director election at 2026 Annual Meeting
High-support proposal 545,128,817 votes for Non-director proposal with 877,697 against
Board size change 12 to 10 members Reduction approved May 21, 2026
Board of Directors financial
"retired as a member of the Board of Directors (the “Board”) of Hyatt Hotels Corporation"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
Audit Committee financial
"the Board appointed Mr. Marostica to the Audit Committee of the Board, effective May 21, 2026"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Annual Meeting financial
"The Company’s Annual Meeting was held on May 20, 2026"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
broker non-votes financial
"Gianni Marostica | | 544,479,544 | | 100,306 | | 1,441,354 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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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): May 20, 2026

 

 

 

HYATT HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-34521 20-1480589
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

150 North Riverside Plaza
Chicago, IL
60606
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (312750-1234

 

Former name or former address, if changed since last report: Not Applicable

 

 

 

Check the appropriate box below if the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Class A common stock, $0.01 par value H New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)           On May 20, 2026, Paul D. Ballew retired as a member of the Board of Directors (the “Board”) of Hyatt Hotels Corporation (the “Company”) and all other positions he held as a member of any committee of the Board. Mr. Ballew’s retirement was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As previously disclosed, Thomas J. Pritzker did not stand for re-election at the Company’s Annual Meeting held on May 20, 2026. On May 21, 2026, the Board decreased the size of the Board from twelve to ten members.

 

On March 27, 2026, the Company filed a Current Report on Form 8-K under Item 5.02 disclosing that Gianni Marostica was appointed to the Board, effective March 27, 2026. At the time of that filing, Mr. Marostica’s committee appointments had not yet been determined by the Board. On May 21, 2026, the Board appointed Mr. Marostica to the Audit Committee of the Board, effective May 21, 2026.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Company’s Annual Meeting was held on May 20, 2026. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.

 

1.The Company’s stockholders elected each of the following Class II directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following votes:

 

NOMINEE  FOR  WITHHELD  BROKER NON-VOTES
Gianni Marostica  544,479,544  100,306  1,441,354
Heidi O’Neill  543,282,927  1,296,923  1,441,354
Richard C. Tuttle  528,192,732  16,387,118  1,441,354

 

2.The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026 by the following votes:

 

FOR  AGAINST  ABSTAIN  BROKER NON-VOTES
545,128,817  877,697  14,690  0

 

3.The Company’s stockholders did not approve the stockholder proposal requesting the issuance of a report analyzing whether the Company could disclose its overall plastics use by the following votes:

 

FOR  AGAINST  ABSTAIN  BROKER NON-VOTES
2,384,302  541,909,225  286,323  1,441,354

 

4.The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules by the following votes:

 

FOR  AGAINST  ABSTAIN  BROKER NON-VOTES
541,786,817  2,752,233  40,800  1,441,354

 

 

 

 

SIGNATURES

 

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.

 

  Hyatt Hotels Corporation
     
Date: May 22, 2026 By: /s/ Margaret C. Egan
    Name: Margaret C. Egan
    Title: Executive Vice President, General Counsel and Secretary

 

 

 

FAQ

What board changes did Hyatt (H) announce on May 20-21, 2026?

Hyatt announced that director Paul D. Ballew retired on May 20, 2026, and Thomas J. Pritzker did not stand for re-election. On May 21, 2026, the Board reduced its size from twelve to ten members following these departures.

Why did Paul D. Ballew retire from Hyatt’s Board of Directors?

Paul D. Ballew retired as a Hyatt director on May 20, 2026. The company stated his retirement was not due to any disagreement regarding Hyatt’s operations, policies, or practices, indicating it was not tied to a dispute over corporate matters.

Who is Gianni Marostica and what role did he assume at Hyatt (H)?

Gianni Marostica was appointed to Hyatt’s Board effective March 27, 2026, and later assigned to the Audit Committee. On May 21, 2026, the Board formally appointed him to the Audit Committee, adding him to this key oversight group.

How did Hyatt stockholders vote on electing Gianni Marostica as a director?

Stockholders voted strongly in favor of Gianni Marostica. He received 544,479,544 votes for election, 100,306 votes withheld, and 1,441,354 broker non-votes at Hyatt’s Annual Meeting held on May 20, 2026.

What were the 2026 Annual Meeting vote results for Hyatt director nominees?

At the 2026 Annual Meeting, Gianni Marostica received 544,479,544 votes for; Heidi O’Neill received 543,282,927 for; and Richard C. Tuttle received 528,192,732 for. Each director’s election also included withheld votes and 1,441,354 broker non-votes.

Did Hyatt (H) stockholders approve other proposals at the 2026 Annual Meeting?

Stockholders voted on additional proposals beyond director elections, with one item receiving 545,128,817 votes for and 877,697 against. Other proposals also recorded detailed for, against, abstain, and broker non-vote tallies as disclosed in the voting tables.

Filing Exhibits & Attachments

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