UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Playa Hotels & Resorts N.V. (the “Company”) held its annual general meeting of shareholders (the “AGM”) on Thursday, May 16, 2024, at 11:00 a.m., Central European Summer Time, in Amsterdam, the Netherlands. The results of the matters voted upon at the Company’s AGM are set forth below.
| (1) | The following nominees were elected as directors to serve one-year terms: |
Nominee |
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
Bruce D. Wardinski1 |
106,729,121 | 719,041 | 677,832 | 5,444,566 | ||||||||||||
Jeanmarie Cooney |
107,065,434 | 380,976 | 679,584 | 5,444,566 | ||||||||||||
Hal Stanley Jones |
107,065,043 | 381,317 | 679,634 | 5,444,566 | ||||||||||||
Mahmood Khimji |
106,219,975 | 1,185,952 | 720,067 | 5,444,566 | ||||||||||||
Elizabeth Lieberman |
107,059,942 | 386,317 | 679,735 | 5,444,566 | ||||||||||||
Maria Miller |
106,556,569 | 889,850 | 679,575 | 5,444,566 | ||||||||||||
Leticia Navarro |
107,061,602 | 384,758 | 679,634 | 5,444,566 | ||||||||||||
Karl Peterson |
104,231,118 | 3,215,242 | 679,634 | 5,444,566 | ||||||||||||
| 1 | All nominees were elected as non-executive directors except for Mr. Wardinski, who was elected as sole executive director. |
| (2) | The shareholders approved the adoption of the Company’s Dutch Statutory Annual Accounts for the fiscal year ended December 31, 2023: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 107,431,825 | 6,279 | 687,890 | 5,444,566 |
| (3) | The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 112,485,670 | 402,771 | 682,119 | — |
| (4) | The shareholders approved the instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending December 31, 2024: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 112,483,740 | 403,268 | 683,552 | — |
| (5) | The shareholders approved the non-binding, advisory vote to approve the compensation of the Company’s named executive officers: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 106,975,873 | 469,776 | 680,345 | 5,444,566 |
| (6) | The shareholders approved the discharge of the Company’s directors from liability for the year ended December 31, 2023: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 107,187,764 | 247,654 | 690,576 | 5,444,566 |
| (7) | The shareholders approved the authorization of the board of directors to acquire shares (and depository receipts for shares) in the capital of the Company: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 88,129,847 | 19,253,666 | 742,481 | 5,444,566 |
| (8A) | The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptive rights for 10% of the Company’s issued share capital: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 106,682,912 | 429,598 | 1,013,484 | 5,444,566 |
| (8B) | The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptive rights for an additional 10% of the Company’s issued share capital: |
Votes For |
Votes Against |
Abstain |
Broker | |||
| 102,713,464 | 4,398,997 | 1,013,533 | 5,444,566 |
SIGNATURE
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.
| PLAYA HOTELS & RESORTS N.V. | ||||||
| Date: May 17, 2024 | By: | /s/ Tracy M.J. Colden | ||||
| Tracy M.J. Colden | ||||||
| EVP & General Counsel | ||||||