Independent
Tenure on this board
0.2 yrs
3 nominees · 4 ballot items.
Elect three Class II directors (Gianni Marostica, Heidi O’Neill, Richard C. Tuttle); ratify Deloitte & Touche LLP as independent registered public accounting firm; vote on a shareholder proposal requesting a report analyzing whether Hyatt could disclose its overall plastics use (filed by As You Sow on behalf of LONGVIEW 400 MIDCAP INDEX FUND); and an advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect three incumbent Class II directors — Gianni Marostica, Heidi O’Neill, and Richard C. Tuttle — to hold office until the 2029 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as Hyatt’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A stockholder proposal, submitted by As You Sow on behalf of LONGVIEW 400 MIDCAP INDEX FUND, requesting that the Board issue a report analyzing whether Hyatt could disclose its overall plastic use (excluding proprietary information).
Non-binding advisory vote to approve, on an advisory basis, the compensation paid to the named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules.
This advisory proposal asks stockholders to approve the compensation paid to Hyatt’s named executive officers as disclosed in the proxy (the CD&A, tables and narrative). Management seeks this non-binding endorsement to validate its pay-for-performance framework and to provide feedback used by the Talent and Compensation Committee in setting future compensation. The Company describes a program focused on variable pay over fixed pay, a mix of short- and long-term incentives weighted toward equity and performance-based awards (SARs, RSUs, PSUs), metrics tied to Adjusted Compensation EBITDA, strategic priorities, and individual business goals, and recovery and anti-hedging policies. The Board emphasizes alignment with long-term stockholder interests via share ownership requirements, clawback policies, and a mix of time- and performance-based equity that vests over multiple years. The management recommendation to vote FOR is supported by the Board’s view that the program attracts and retains executive talent while aligning pay with enterprise performance and long-term value creation. In context, the advisory vote follows an earlier 2025 say-on-pay that received strong support (approximately 99.9%), and the Talent and Compensation Committee states it will consider stockholder feedback in future decisions. Key governance considerations include the mix of incentive vehicles, the use of multi-year performance metrics (including relative TSR modifiers and net rooms growth), double-trigger change-in-control protections, and disclosure about performance targets after performance periods conclude; potential investors evaluating the proposal should weigh these program design features against realized pay outcomes and company performance over relevant periods.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAMCO INC /NY/ | 6.73% | 6,341,673 | $912M |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 4.74% | 4,460,871 | $641M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 3.52% | 3,310,825 | $476M |
| 4 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.42% | 2,282,265 | $328M |
| 5 | BlackRock, Inc. | 2.31% | 2,174,000 | $313M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.89% | 1,780,082 | $256M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.80% | 1,692,122 | $243M |
| 8 | STATE STREET CORP | 1.49% | 1,399,297 | $201M |
| 9 | Veritas Asset Management LLP | 1.42% | 1,336,247 | $192M |
| 10 | BlackRock, Inc. | 1.30% | 1,221,905 | $176M |
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