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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: (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.

 

(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