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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 2024
HYATT HOTELS CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-34521 | | 20-1480589 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 150 North Riverside Plaza | | | | |
| 8th Floor | Chicago, | Illinois | | | | | 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 2.02. Results of Operations and Financial Condition.
On May 9, 2024, Hyatt Hotels Corporation (the "Company") issued a press release announcing its results for its quarter ended March 31, 2024. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On May 9, 2024, the Company published a supplemental investor presentation which may be accessed through the Company's investor relations website. A copy of the supplemental presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information furnished under Item 7.01 and Exhibit 99.2 in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 8.01. Other Events.
On May 9, 2024, the Company announced that its Board of Directors has authorized the repurchase of up to an additional $1 billion of the Company’s common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion. The common stock repurchase authorization applies to the Company's Class A common stock and/or the Company's Class B common stock. The common stock repurchase authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the authorization may be suspended or discontinued at any time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. | | | | | | | | |
| |
| 99.1 | | | |
| 99.2 | | | |
| 101 | | | Interactive Data File - XBRL tags are embedded within the Inline XBRL document |
| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | Hyatt Hotels Corporation |
| | |
Date: May 9, 2024 | | By: | /s/ Joan Bottarini |
| | | Joan Bottarini |
| | | Executive Vice President, Chief Financial Officer |