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): September 27, 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, 12 th 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 September 27, 2012, Hyatt Hotels Corporation (the “Company”) filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 1,000,000 shares of Class B common stock, $0.01 par value per share, of the Company (the “Class B Common Stock”). All 1,000,000 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 1,000,000 shares of Class B Common Stock into the public market pursuant to Rule 144 by certain selling stockholders. 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 1,000,000 shares. The total number of authorized shares of the Company is now 1,461,472,717, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 451,472,717 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.
 
 	(d)	Exhibits.	
 
 	3.1	Certificate of Retirement of 1,000,000 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: September 28, 2012	 		 	By:	 	/s/ Rena Hozore Reiss	
	 		 		 	 	
	 		 	Rena Hozore Reiss	
	 		 	Executive Vice President, General Counsel and Secretary	

INDEX TO EXHIBITS

Exhibit Number	  	Exhibit Description	
		
3.1	  	Certificate of Retirement of 1,000,000 Shares of Class B Common Stock.	

Exhibit 3.1
CERTIFICATE OF RETIREMENT
OF
1,000,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), HEREBY CERTIFIES as follows:
1. 1,000,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“ Class B Common Stock ”), of the Corporation have been converted into 1,000,000 shares of Class A Common Stock, par value $0.01 per share (“ Class A Common Stock ”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring the 1,000,000 shares of Class B Common Stock that converted into 1,000,000 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,000,000 shares, such that the total number of authorized shares of the Corporation shall be 1,461,472,717, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 451,472,717 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 27th day of September, 2012.

HYATT HOTELS CORPORATION	
		
By:	 	      /s/ Rena Hozore Reiss	
	 	 	
	 	Rena Hozore Reiss	
	 	Executive Vice President, General
Counsel and Secretary	
 
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