As filed with the Securities and Exchange Commission on May 16, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HYATT HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 20-1480589 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
150 North Riverside Plaza, 8th Floor
Chicago, Illinois 60606
(312) 750-1234
(Address of Principal Executive Offices)
FIFTH AMENDED AND RESTATED
HYATT HOTELS CORPORATION LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Mark S. Hoplamazian
President and Chief Executive Officer
Hyatt Hotels Corporation
150 North Riverside Plaza, 8th Floor
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 750-1234
(Telephone number, including area code, of agent for service)
Copies to:
Michael A. Pucker, Esq.
Cathy A. Birkeland, Esq.
Alexa M. Berlin, Esq.
Latham & Watkins LLP
330 N. Wabash Avenue, Suite 2800
Chicago, Illinois 60611
(312) 876-7700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register 5,650,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Hyatt Hotels Corporation (the “Company”) which may be issued under the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (as amended and restated, the “Plan”).
The Company previously registered an aggregate 22,347,307 shares of its Class A Common Stock for issuance under the Plan by (i) a registration statement on Form S-8 (File No. 333-163668) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 11, 2009 covering 9,347,307 shares of Class A Common Stock, (ii) a registration statement on Form S-8 (File No. 333-189681) filed with the SEC on June 28, 2013 covering 5,000,000 shares of Class A Common Stock and (iii) a registration statement on Form S-8 (File No. 333-238575) filed with the SEC on May 21, 2020 covering 8,000,000 shares of Class A Common Stock (together, the “Prior Registration Statements”). On March 20, 2024, the Company’s Board of Directors increased the authorized number of shares under the Plan from 22,375,000 to 28,025,000, which the Company’s stockholders approved on May 15, 2024.
The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.
PART I
| Item 1. | Plan Information |
Not required to be filed with this Registration Statement.
| Item 2. | Registrant Information and Employee Plan Annual Information |
Not required to be filed with this Registration Statement.
PART II
| Item 3. | Incorporation of Documents by Reference |
Not required to be filed with this Registration Statement.
| Item 4. | Description of Securities |
Not required to be filed with this Registration Statement.
| Item 5. | Interests of Named Experts and Counsel |
Not required to be filed with this Registration Statement.
| Item 6. | Indemnification of Directors and Officers |
Not required to be filed with this Registration Statement.
| Item 7. | Exemption from Registration Claimed |
Not required to be filed with this Registration Statement.
| Item 8. | Exhibits |
| Item 9. | Undertakings |
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 16, 2024.
| HYATT HOTELS CORPORATION | ||
| By: | /s/ Mark S. Hoplamazian | |
| Mark S. Hoplamazian | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark S. Hoplamazian and Joan Bottarini, and each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Mark Hoplamazian Mark S. Hoplamazian |
President, Chief Executive Officer and Director (Principal Executive Officer) | May 16, 2024 | ||
| /s/ Joan Bottarini Joan Bottarini |
Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 16, 2024 | ||
| /s/ Thomas J. Pritzker Thomas J. Pritzker |
Executive Chairman of the Board of Directors | May 16, 2024 | ||
| /s/ Paul D. Ballew Paul D. Ballew |
Director | May 16, 2024 | ||
| /s/ Alessandro Bogliolo Alessandro Bogliolo |
Director | May 16, 2024 | ||
| /s/ Susan D. Kronick Susan D. Kronick |
Director | May 16, 2024 | ||
| Signature | Title | Date | ||
| /s/ Cary D. McMillan Cary D. McMillan |
Director | May 16, 2024 | ||
| /s/ Heidi O’Neill Heidi O’Neill |
Director | May 16, 2024 | ||
| /s/ Jason Pritzker Jason Pritzker |
Director | May 16, 2024 | ||
| /s/ Michael A. Rocca Michael A. Rocca |
Director | May 16, 2024 | ||
| /s/ Dion Camp Sanders Dion Camp Sanders |
Director | May 16, 2024 | ||
| /s/ Richard C. Tuttle Richard C. Tuttle |
Director | May 16, 2024 | ||
| /s/ James H. Wooten, Jr. James H. Wooten, Jr. |
Director | May 16, 2024 | ||