HYATT HOTELS CORP FORM DEF 14A (Proxy Statement (definitive)) Filed 04/07/15 for the Period Ending 05/13/15 Address 71 SOUTH WACKER DRIVE 12TH FLOOR CHICAGO, IL 60606 Telephone (312) 750-1234 CIK 0001468174 Symbol H SIC Code 7011 - Hotels and Motels Industry Hotels & Motels Sector Services Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a -6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a -12 Hyatt Hotels Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a -6(i) (1) and 0 -11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials: Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents 71 South Wacker Drive, 12 th Floor, Chicago IL 60606 • Tel: 312.750.1234 www.hyatt.com April 7, 2015 Dear Stockholder: You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Hyatt Hotels Corporation to be held at The Standard Club, 320 South Plymouth Court, Chicago, Illinois, 60604, on Wednesday, May 13, 2015, at 9:30 a.m., local time. At the Annual Meeting you will be asked to (a) elect four directors to our board of directors, (b) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, (c) approve, on an advisory basis, the compensation paid to our named executive officers and (d) transact any other business as properly may come before the Annual Meeting or any adjournment or postponement thereof. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you do attend the Annual Meeting, you may withdraw your proxy should you wish to vote in person. Please read the enclosed information carefully before voting. Sincerely, Thomas J. Pritzker Mark S. Hoplamazian Executive Chairman of the Board President and Chief Executive Officer Table of Contents HYATT HOTELS CORPORATION 71 South Wacker Drive, 12 th Floor Chicago, Illinois 60606 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 13, 2015 NOTICE HEREBY IS GIVEN that the 2015 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Hyatt Hotels Corporation (“ Hyatt ”) will be held at The Standard Club, 320 South Plymouth Court, Chicago, Illinois, 60604, on Wednesday, May 13, 2015, at 9:30 a.m., local time, for the following purposes: 1 To elect four directors to hold office until the 2018 annual meeting of stockholders; 2 To ratify the appointment of Deloitte & Touche LLP as Hyatt’s independent registered public accounting firm for the fiscal year ending December 31, 2015; 3 To conduct an advisory vote to approve the compensation paid to our named executive officers; and 4 To transact any other business as properly may come before the Annual Meeting or any adjournment or postponement thereof. Information relating to the above matters is set forth in the attached proxy statement. Stockholders of record at the close of business on March 27, 2015 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. This Notice of Annual Meeting of Stockholders, proxy statement and proxy card are being sent to stockholders beginning on or about April 7, 2015. By Order of the Board of Directors Rena Hozore Reiss Executive Vice President, General Counsel and Secretary Chicago, Illinois April 7, 2015 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 13, 2015. The proxy statement for the Annual Meeting and Annual Report for the fiscal year ended December 31, 2014 are available at http://wfss.mobular.net/wfss/h/. PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, EXECUTE, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU VOTE BY INTERNET OR TELEPHONE, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD BY MAIL. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE. Table of Contents TABLE OF CONTENTS ARTICLE I: PROXY MATERIALS AND ANNUAL MEETING 1 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING 1 1. Q: Why am I receiving these materials? 1 2. Q: When and where is the Annual Meeting? 1 3. Q: What is the purpose of the Annual Meeting? 1 4. Q: How can I attend the Annual Meeting? 2 5. Q: What should I do if I receive more than one set of proxy materials? 2 6. Q: What is the difference between holding shares as a record holder versus a beneficial owner? 2 7. Q: Who can vote and how do I vote? 3 8. Q: What are my voting choices, and how many votes are required for approval or election? 3 9. Q: How will Hyatt ’s dual class ownership structure impact the outcome of the voting at the Annual Meeting? 4 10. Q: How will voting agreements entered into with or among Hyatt’s major stockholders impact the outcome of the voting at the Annual Meeting? 4 11. Q: What is the effect of an “abstain ” vote on the proposals to be voted on at the Annual Meeting? 5 12. Q: What is the effect of a “broker non -vote ” on the proposals to be voted on at the Annual Meeting? 5 13. Q: Who counts the votes? 5 14. Q: Revocation of proxy: May I change my vote after I return my proxy? 5 15. Q: What if I sign and return a proxy card but do not specify a choice for a matter when returning the proxy? 6 16. Q: What constitutes a quorum? 6 17. Q: Where can I find the voting results of the Annual Meeting? 6 18. Q: Who will pay the costs of soliciting these proxies? 6 19. Q: What happens if additional matters are presented at the Annual Meeting? 6 20. Q: What is the deadline under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for stockholders to propose actions to be included in our proxy statement relating to our 2016 annual meeting of stockholders and identified in our form of proxy relating to the 2016 annual meeting? 7 21. Q: What is the deadline under our bylaws for stockholders to nominate persons for election to the board of directors or propose other matters to be considered at our 2016 annual meeting of stockholders? 7 22. Q: How do I submit a potential director nominee for consideration by the board of directors for nomination? 7 ARTICLE II: CORPORATE GOVERNANCE 8 PROPOSAL 1 — ELECTION OF DIRECTORS 8 OUR BOARD OF DIRECTORS 8 COMMUNICATIONS WITH THE BOARD OF DIRECTORS 15 CODE OF BUSINESS CONDUCT AND ETHICS 15 CORPORATE GOVERNANCE GUIDELINES 15 DIRECTOR INDEPENDENCE 15 COMMITTEES OF THE BOARD OF DIRECTORS 16 COMPENSATION OF DIRECTORS 23 COMPENSATION COMMITTEE REPORT 26 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 26 ARTICLE III: EXECUTIVE COMPENSATION 27 COMPENSATION DISCUSSION AND ANALYSIS 27 i Table of Contents ARTICLE IV: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 48 PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 48 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ’S FEES 48 POLICY ON AUDIT COMMITTEE PREAPPROVAL OF AUDIT AND PERMISSIBLE NONAUDIT SERVICES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 49 ARTICLE V: REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 49 ARTICLE VI: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 50 PROPOSAL 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 50 ARTICLE VII: STOCK 51 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 51 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 63 ARTICLE VIII: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 63 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 63 RELATED PARTY TRANSACTION POLICY AND PROCEDURES 71 ARTICLE IX: MISCELLANEOUS 72 AVAILABILITY OF ANNUAL REPORT ON FORM 10