Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF RETIREMENT OF 1,623,529 SHARES OF CLASS B COMMON STOCK - Hyatt Hotels Corp | d455322dex31.htm |
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): December 13, 2012
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.) |
| 71 South Wacker Drive, 12th Floor Chicago, IL |
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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
(a) On December 13, 2012, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 1,623,529 shares of Class B common stock, $0.01 par value per share, of the Company (the “Class B Common Stock”). All 1,623,529 shares of Class B Common Stock were converted into shares of Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock”), in connection with the sale of 1,623,529 shares of Class B Common Stock into the public market pursuant to Rule 144 by a selling stockholder. The Company’s Amended and Restated Certificate of Incorporation requires that any shares of Class B Common Stock that are converted into shares of Class A Common Stock be retired and may not be reissued.
Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 1,623,529 shares. The total number of authorized shares of the Company is now 1,458,985,467, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 448,985,467 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is attached as Exhibit 3.1 hereto.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Exhibit Description | |
| 3.1 | Certificate of Retirement of 1,623,529 shares of Class B Common Stock | |
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: December 18, 2012 | By: | /s/ Gebhard F. Rainer | ||||
| Gebhard F. Rainer | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 3.1 | Certificate of Retirement of 1,623,529 shares of Class B Common Stock | |