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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):
March 27, 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: (312) 750-1234
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. |
(d) On March 27, 2026, the Board of Directors (the “Board”)
of Hyatt Hotels Corporation (the “Company”) increased the size of the Board from eleven to twelve members and appointed Gianni
Marostica to the Board effective March 27, 2026, to hold office until the Company’s 2026 annual meeting of stockholders and
until his successor is duly elected and qualified. The Board designated Mr. Marostica as a Class II member of the Board.
There is no arrangement or understanding between Mr. Marostica
and any other person pursuant to which Mr. Marostica was appointed as a director. Mr. Marostica does not have a direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Marostica will be entitled to compensation for his service
on the Board on the same basis as all other non-employee directors of the Company, pursuant to the Hyatt Hotels Corporation
Summary of Amended and Restated Non-Employee Director Compensation and the Amended and Restated Hyatt Hotels Corporation Deferred
Compensation Plan for Directors.
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: March 27, 2026 |
By: |
/s/ Margaret C. Egan |
| |
|
Name: |
Margaret C. Egan |
| |
|
Title: |
Executive Vice President, General Counsel and Secretary |
