150 North Riverside Plaza, Chicago, IL 60606 • Tel: 312.750.1234

www.hyatt.com

April 7, 20226, 2023

Dear Stockholder:

You are cordially invited to attend the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation, which will be held online via live webcast, on Wednesday, May 18, 2022,17, 2023, beginning at 9:30 a.m., Central Time. The Annual Meeting will be held as a virtual meeting only and you will not be able to attend the Annual Meeting in person. We believe that the environmentally-friendly virtual meeting format will provide expanded access, improved communication, and cost savings for our stockholders and Hyatt.

In order to attend the Annual Meeting online, you must pre-register at www.proxydocs.com/h. You will need the control number located in the upper right corner of your proxy card or on the instructions that accompanied your proxy materials. After registering, you will receive a registration confirmation e-mail. Separately, you will receive a meeting access e-mail and an e-mail approximately one hour prior to the start of the meeting toat the e-mail address you provided during registration with a unique link to join the virtual meeting. You will be able to vote your shares electronically and submit questions electronically. The Annual Meeting live webcast will begin promptly at 9:30 a.m., Central Time, on May 18, 2022.17, 2023.

At the Annual Meeting you will be asked to (1) elect fourthree of our directors to hold office until the 2024 Annual Meeting of Stockholders, four of our boarddirectors to hold office until the 2025 Annual Meeting of Stockholders, and four of our directors to hold office until the 2026 Annual Meeting of Stockholders, (2) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, (3) approve, on an advisory basis, the compensation paid to our named executive officers, (4) determine, on an advisory basis, the frequency with which stockholders will participate in an advisory vote to approve named executive officer compensation, (5) ratify the prior adoption and (4)approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan, which were adopted and approved at Hyatt’s Annual Meeting of Stockholders held on May 20, 2020, and (6) 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 virtually attend the Annual Meeting. You may submit a proxy to vote on the Internet, by telephone or by completing and mailing a proxy card. VotingSubmitting a proxy to vote over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you do virtually attend the Annual Meeting, you may withdraw your proxy should you wish to vote virtually at the Annual Meeting. Please read the enclosed information carefully before voting.

Sincerely,
Thomas J. Pritzker Executive Chairman of the Board		Mark S. Hoplamazian President and Chief Executive Officer

HYATT HOTELS CORPORATION

150 North Riverside Plaza,

Chicago, Illinois 60606

Notice of Annual Meeting of Stockholders

To Be Held May 18, 202217, 2023

NOTICE HEREBY IS GIVEN that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation (“Hyatt”) will be held online via live webcast on Wednesday, May 18, 2022,17, 2023, beginning at 9:30 a.m., Central Time. In order to attend the Annual Meeting online, you must pre-register at www.proxydocs.com/h. You will need the control number located in the upper right corner of your proxy card or on the instructions that accompanied your proxy materials. After registering, you will receive a registration confirmation e-mail. Separately, you will receive a meeting access e-mail and an e-mail approximately one hour prior to the start of the meeting toat the e-mail address you provided during registration with a unique link to join the virtual meeting. At the virtual meeting, stockholders will act on the following matters:

Information relating to the above matters is set forth in the attached proxy statement. StockholdersExcept with respect to the 2020 LTIP and 2020 ESPP Ratification (Proposal No. 5) described below and in the attached proxy statement, only stockholders of record at the close of business on March 18, 202222, 2023 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

Our Board of Directors has determined that it is in the best interests of the Company and our stockholders to ratify, and has approved the ratification of, the 2020 LTIP and 2020 ESPP Ratification in accordance with Section 204 of the Delaware General Corporation Law, as amended (the “DGCL”). The Board of Directors is submitting the 2020 LTIP and 2020 ESPP Ratification in Proposal No. 5 to the Company’s stockholders to eliminate any alleged uncertainty concerning the validity or effectiveness of the adoption and approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan at the Company’s 2020 Annual Meeting of Stockholders held on May 20, 2020 (the “2020 Annual Meeting”) due to an alleged corporate defect related to the record date for such 2020 Annual Meeting as described in the attached proxy statement. Under Section 204 of the DGCL, stockholders of record as of March 20, 2020 (the record date of the 2020 Annual Meeting at which the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan were approved), other than holders whose identities or addresses cannot be determined from our records, are entitled to notice of the Annual Meeting, but are not entitled to attend the Annual Meeting or vote on any matter presented at the Annual Meeting unless they were also stockholders of record as of the Record Date.

This notice and the attached proxy statement constitute the notice required to be given to our stockholders under Section 204 of the DGCL in connection with the 2020 LTIP and 2020 ESPP Ratification contemplated by Proposal No. 5. If the 2020 LTIP and 2020 ESPP Ratification is approved at the Annual Meeting, any claim that the adoption and approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan or the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan is void or voidable due to a failure of authorization with respect to such adoption or approval, or any claim that the Delaware Court of Chancery should declare in its discretion such ratification not be effective or be effective only on certain conditions, must, in either case, be brought within 120 days of the Annual Meeting.

This Notice of Annual Meeting of Stockholders, proxy statement, and proxy card are being sent to stockholders beginning on or about April 7, 2022.6, 2023.

Thank you for your ongoing support of Hyatt Hotels Corporation.

Margaret C. Egan

Executive Vice President, General Counsel

and Secretary

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 18, 2022.17, 2023.

The proxy statement for the Annual Meeting and Annual Report

for the fiscal year ended December 31, 20212022 are available at www.proxydocs.com/h.

PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. EVEN IF YOU PLAN TO VIRTUALLY 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 SUBMIT A PROXY TO VOTE ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU VOTEDO SO BY INTERNET OR TELEPHONE, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD BY MAIL. STOCKHOLDERS WHO VIRTUALLY ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE VIRTUALLY AT THE ANNUAL MEETING IF THEY SO DESIRE.

Table of Contents

HYATT HOTELS CORPORATION

150 North Riverside Plaza

Chicago, Illinois 60606

Director Nominees

Each Class I director nominee is listed below, and you can find additional information in the section titled “Corporate Governance — Proposal 1 — Election of Directors” beginning on page 3.4.

Key Features of Our Executive Compensation Program

CORPORATE GOVERNANCE

Proposal 1 — Election of Directors

Hyatt’s Amended and Restated Certificate of Incorporation provides that the total number of members of the boardBoard of directorsDirectors shall consist of not less than five nor more than 15 members, with the precise number of directors to be determined by a vote of a majority of the entire boardBoard of directors.Directors. At present, the boardBoard of directorsDirectors has fixed the number of members of the boardBoard of directorsDirectors at 12. Mackey J. McDonald, a Class III director, will not be nominated to stand for re-election as a director at the Annual Meeting. In connection with Mr. McDonald’s departure from the Board of Directors, the Board of Directors has determined to decrease the number of members of the Board of Directors to 11, effective upon the commencement of the Annual Meeting. Hyatt’s Amended and Restated Certificate of Incorporation further provides that the boardBoard of directorsDirectors will be divided into three classes, as nearly equal in number as is practicable, designated Class I, Class II, and Class III. Members of each class of the boardBoard of directorsDirectors are elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor is duly elected and qualified.

Class I,To the extent uncertainty is alleged to exist regarding whether the actions taken at the Company’s 2020 Annual Meeting of Stockholders, 2021 Annual Meeting of Stockholders, and 2022 Annual Meeting of Stockholders were valid due to an alleged corporate defect related to the record dates established for such annual meetings as described in Proposal No. 5, each member of the Board of Directors had been validly elected or appointed by the Board of Directors, and as such, is a “holdover” director under the DGCL with full power to act and exercise his or her authority as a validly seated director of the Company. In accordance with the DGCL, the Board of Directors has determined it is in the best interests of the Company and its stockholders to nominate and re-elect each of our directors to their respective class of directors whose term expiresas described below at the Annual Meeting, currently consists of four persons. Meeting.

The 11 current directors listed below are standing for re-election at the Annual Meeting:

In accordance with the recommendation of the nominatingNominating and corporate governance committee,Corporate Governance Committee, the boardBoard of directorsDirectors has unanimously nominated each of Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, Michael A. Rocca, Thomas J. Pritzker, Heidi O’Neill, Richard C. Tuttle, James H. Wooten, Jr., Susan D. Kronick, Jason Pritzker, and Dion Camp Sanders to stand for re-election to the Board of Directors. Each of Susan D. Kronick, Jason Pritzker, and Dion Camp Sanders have been nominated to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified; each of Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, and Michael A. Rocca the four incumbent directors whose terms expire at the Annual Meeting, to stand for re-election to the board of directors. Each of Messrs. Ballew, Hoplamazian, McMillan, and Rocca have been nominated to hold office until the 2025 annual meetingAnnual Meeting of stockholdersStockholders and until their respective successors have been duly elected and qualified; and each of Thomas J. Pritzker, Heidi O’Neill, Richard C. Tuttle, and James H. Wooten, Jr. have been nominated to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. Unless otherwise instructed by the stockholder, the persons named in the enclosed proxy card will vote the shares represented by such proxy for the election of the nominees named in this proxy statement. A plurality of the voting power of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote with respect to the election of directors shall elect the directors.

Each of the nominees has consented to serve as a director if elected. If any of the nominees should be unavailable to serve for any reason, the boardBoard of directorsDirectors may designate a substitute nominee or substitute nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees). Alternatively, the boardBoard of directorsDirectors may reduce the size of the boardBoard of directorsDirectors or allow the vacancy or vacancies to remain open until a suitable candidate or candidates are identified by the boardBoard of directors.Directors.

The boardBoard of directorsDirectors unanimously recommends that the stockholders vote “FOR” each of Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, and Michael A. Roccathe 11 director nominees as directors to serve and hold office until the 2025 annual meeting of stockholdersin their respective class and until their respective successors have been duly elected and qualified.

Our Board of Directors

Set forth below is information regarding the business experience of each of our directors that has been furnished to us by the respective director. Each director has been principally engaged in the employment indicated for the last five years unless otherwise stated. Also set forth below for each director is a discussion of the experience, qualifications, attributes, or skills that led the boardBoard of directorsDirectors to conclude that the director is qualified and should serve as a director of Hyatt.

Directors Standing for Re-ElectionClass I

Hyatt Hotels Corporation  2022 Proxy Statement3

4    Hyatt Hotels Corporation  2022 Proxy Statement

Hyatt Hotels Corporation  2022 Proxy Statement5Class II

Class III

Other than the relationships of Mr. Thomas J. Pritzker and Mr. Jason Pritzker as described above, there are no family relationships among any of our directors or executive officers.

Our Class II directors, whose terms will expire at the 2023 annual meeting of stockholders, are Thomas J. Pritzker, Pamela M. Nicholson, Richard C. Tuttle, and James H. Wooten, Jr.

Hyatt Hotels Corporation  2022 Proxy Statement7

Board Leadership Structure

The Hyatt Hotels Corporation Corporate Governance Guidelines (the “Corporate Governance Guidelines”) provide that the offices of the Chairman of the boardBoard of directorsDirectors and Chief Executive Officer may be either combined or separated at the discretion of the boardBoard of directors.Directors. Mr. Thomas J. Pritzker currently serves as our Executive Chairman and Mr. Hoplamazian currently serves as our President and Chief Executive Officer. Prior to Mr. Hoplamazian being named to this position in December 2006, Mr. Thomas J. Pritzker served as our Executive Chairman and Chief Executive Officer. Mr. Hoplamazian also serves on our boardBoard of directors.Directors. As President and Chief Executive Officer, Mr. Hoplamazian is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while Mr. Thomas J. Pritzker, as Executive Chairman, provides guidance to the President and Chief Executive Officer on a variety of key issues and sets, with input from Mr. Hoplamazian, the agenda for boardBoard of directorsDirectors meetings and presides over meetings of the full boardBoard of directors.Directors. Our boardBoard of directorsDirectors has determined that Mr. Thomas J. Pritzker’s active involvement as Executive Chairman while Mr. Hoplamazian serves as President and Chief Executive Officer and a member of the Company’s boardBoard of directorsDirectors benefits the Company as a result of Mr. Thomas J. Pritzker’s previous service as our Chief Executive Officer and deep understanding of the Company’s operations, relationships with owners and developers, and extensive knowledge of the hospitality industry.

Our Corporate Governance Guidelines also provide that from time to time, the independent directors may determine that the boardBoard of directorsDirectors should have a lead director. In the event that the independent directors make such a determination, the chairmanChairman of the nominatingNominating and corporate governance committeeCorporate Governance Committee shall become the lead director on an ex officio basis. In the event that a lead director is designated, his or her duties would include: assisting the chairmanChairman of the board and boardBoard of directorsDirectors in assuring compliance with, and implementation of, the Company’s Corporate Governance Guidelines, coordinating the agenda for and moderating sessions of the boardBoard of directors’ Directors’ non-management directors, and acting as principal liaison between the non-management directors and the chairmanChairman of the board on sensitive issues. The Company currently has nine independent directors and to date they have not determined that the boardBoard of directorsDirectors should have a lead director.

Our boardAt this time, given the effective interaction between Mr. Thomas J. Pritzker and Mr. Hoplamazian, the current composition of directorsthe Company’s Board of Directors, and the current state of our business and the hospitality industry, our Board of Directors believes that this current board leadership structureseparating the offices of the Chairman of the Board of Directors and Chief Executive Officer provides the Company with the right foundation to pursue the Company’s strategic and operational objectives and is in the best interests of the Company and its stockholders at this time.stockholders. Our Corporate Governance Guidelines provide the flexibility for our boardBoard of directorsDirectors to modify or continue our leadership structure in the future, as it deems appropriate.

Our non-management directors regularly meet in executive session without management present, and our independent directors meet in executive session at least once a year. The chairmanChairman of the nominatingNominating and corporate governance committeeCorporate Governance Committee presides at such sessions.

Board Role in Risk Oversight

Management is responsible for the Company’s day-to-day risk management activities and processes, and our boardBoard of directors’Directors’ role is to engage in informed oversight of, and to provide direction with respect to, such risk management activities and processes. The Board of Directors considers our risk profile when reviewing our annual business plan and incorporates risk assessment into its decisions impacting the Company. In fulfilling this oversight role, our boardBoard of directorsDirectors focuses on understanding the nature of our enterprise risks, including risk in our operations, finances, and strategic direction. Our boardThe Board of directorsDirectors is supported in this area by our Risk Council, as described below, as well as our Chief Compliance Officer who leads the Company’s global compliance program and reports to our President and Chief Executive Officer. The Board of Directors performs thisits oversight function in a variety of ways, including the following:

Communications with the Board of Directors

All interested parties who wish to communicate with any of our directors, including our non-management or independent directors, can address their communications as follows:

Hyatt’s corporate secretaryCorporate Secretary will maintain a record of all such communications and promptly forward to the chairmanChairman of the nominatingNominating and corporate governance committeeCorporate Governance Committee those that the corporate secretaryCorporate Secretary believes require immediate attention. The corporate secretaryCorporate Secretary will also periodically provide the chairmanChairman of the nominatingNominating and corporate governance committeeCorporate Governance Committee with a summary of all such communications. The chairmanChairman of the nominatingNominating and corporate governance committeeCorporate Governance Committee shall notify the boardBoard of directorsDirectors or the chairsChairs of the relevant committees of the boardBoard of directorsDirectors of those matters that he believes are appropriate for further action or discussion.

Code of Business Conduct and Ethics

The Company has adopted the Hyatt Hotels Corporation Code of Business Conduct and Ethics (the “Code of Ethics”), which is applicable to all of Hyatt’s directors, officers, and colleagues, including the Company’s President and Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions. The Code of Ethics is posted on the Company’s website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Code of Business Conduct and Ethics.” The Company will furnish a copy of the Code of Ethics to any person, without charge, upon written request directed to: Senior Vice President, Investor Relations, Hyatt Hotels Corporation, 150 North Riverside Plaza, Chicago, Illinois 60606. In the event that the Company amends or waives any of the provisions of the Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions, the Company intends to disclose the relevant information on its website.

Corporate Governance Guidelines

The Company has adopted the Corporate Governance Guidelines to assist the boardBoard of directorsDirectors in the exercise of its responsibilities. The Corporate Governance Guidelines are posted on the Company’s website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Corporate Governance Guidelines.” The Company will furnish a copy of the Corporate Governance Guidelines to any person, without charge, upon written request directed to: Senior Vice President, Investor Relations, Hyatt Hotels Corporation, 150 North Riverside Plaza, Chicago, Illinois 60606.

Director Independence

Under our Corporate Governance Guidelines, our boardBoard of directorsDirectors will be comprised of a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”). Directors who do not meet the NYSE’s independence standards, including current and former members of management, also make valuable contributions to the boardBoard of directorsDirectors and to Hyatt by reason of their experience and wisdom, and the boardBoard of directorsDirectors expects that some minority of its members will not meet the NYSE’s independence standards.

Only those directors who the boardBoard of directorsDirectors affirmatively determines have no direct or indirect material relationship with the Company will be considered independent directors, subject to any additional qualifications prescribed under the listing standards of the NYSE. A material relationship is one that would interfere with the director’s exercise of independent judgment in carrying out his or her duties and responsibilities as a director. The nominatingNominating and corporate governance committeeCorporate Governance Committee and the boardBoard of directorsDirectors annually review all relevant business relationships any director or nominee for director may have with Hyatt, including the relationships described in the section below titled “Certain Relationships and Related Party Transactions.” As a result of this review, the boardBoard of directorsDirectors has determined that each of Messrs. Ballew, McDonald, McMillan, Rocca, Sanders, Tuttle, Wooten and Mss.Ms. Kronick and NicholsonMs. O’Neill is an “independent director” under applicable SEC rules and the listing standards of the NYSE.

In making independence determinations, in addition to the relationships described below under “Certain Relationships and Related Party Transactions,” the boardBoard of directorsDirectors considered that certain of these directors serve or previously served together on other boards of directors, not-for-profit boards of directors and charitable organizations, certain directors serve as non-management directors or executive officers of companies with which Hyatt does business, and certain directors are affiliated with charitable organizations that received contributions from Hyatt of amounts within the criteria set forth in our Corporate Governance Guidelines. The boardBoard of directorsDirectors also took into account that certain entities affiliated with the directors paid amounts to Hyatt for room accommodations and meeting space in the ordinary course of business.

Stockholder Outreach

Hyatt believes that long-term stockholder value is supported by ongoing dialogue with the Company’s stockholders and the broader investment community. Our management team engages with the investment community to discuss business fundamentals, strategy, and financial results each year. These engagements consist of numerous in-person meetings, teleconferences, participation in investor conferences, and hosted visits at the Company’s headquarters in Chicago, and include a substantial number of our existing stockholders. We believe these meetings ensure that management and our boardBoard of directorsDirectors are aware of our stockholders’ priorities and are able to address them as appropriate.

Environmental, Social, and GovernanceWorld of Care

World of Care

Our purpose — toOver the past 65 years, care for people so they can be their best — ishas been at the heart of howeverything that we care fordo at Hyatt. As our guestsworld evolves and colleagues and is an essential element to the advancement of care for all of our stakeholders. In 2021, Hyatt launched World of Care –new challenges emerge, we communicate our global Environmental, Social, and Governance (“ESG platform.”) strategy through our World of Care builds onplatform. Deeply embedded across all areas of our business, World of Care brings Hyatt’s more than 60 yearspurpose of care to life through our efforts toin advancing care for the planet, people, and responsible business,business. Our goals, particularly in the areas of social and will help us create long-term value forenvironmental sustainability, were defined by understanding what is important to our stakeholderscolleagues, guests, customers, owners, stockholders, and further advance our purpose of care. While the COVID-19 pandemic continued to disrupt our industry and our business during 2021, introducing the World of Care platform signaled our strong commitment to prioritizing environmental and social resilience across our business and the communities in which weour hotels operate.

This section provides an overview Our ongoing engagement with these stakeholders and our broader supply chain enables us to continue to evolve our strategy to address emerging needs. We also understand the importance of our ESG oversight and focus areas for each pillar of our World of Care platform.supporting key United Nations Sustainable Development Goals, helping us to further align with broader, long-term positive impact. We are committed to providing regular reporting on these topics and enhancing meaningful stakeholder engagement. We publish reports containing further detail and relevant policies and statements to available at www.hyatt.com/worldofcare. We are working towards aligning Apple Leisure Group, which joined the Hyatt family through an acquisition completed on November 1, 2021, with these efforts.

Management and Board Oversight

In addition to subject matter oversight that resides within various areas of the Company and which is guided by various committees of the Board of Directors, a team of Hyatt executives and subject matter experts from across our Company comprise Hyatt’s ESG Committee, helping to guide and oversee various facetsWorld of our global corporate responsibility program. Hyatt’s nominating and corporate governance committeeCare Committee. The members of the boardWorld of directorsCare Committee provide strategic input to World of Care initiatives and support our reporting efforts. Hyatt’s Nominating and Corporate Governance Committee of the Board of Directors reviews our ESG oversight,World of Care communications, strategy, policies, programs, and progress, and reports into our boardBoard of directorsDirectors on these matters.

Caring for the Planet

We are committed to advancing environmental action so that destinations around the world are vibrant for our guests, colleagues and communities.

Focus areas and highlights:areas:

Responsible Sourcing: We collaborate with suppliers to increase responsible sourcing of products and services. Recently we have focused on implementing steps to engage suppliers of high impact commodities such as beef, paper, oils, and other animal products on climate and deforestation risks, in collaboration with a North America purchasing company.

Recognized for the 2nd consecutive year

Governance Guidelines specify that the value of diversity of viewpoints, backgrounds, and experiences including with respect to race, ethnicity, gender, age, or cultural background, on the boardBoard of directorsDirectors should be considered by the nominatingNominating and corporate governance committeeCorporate Governance Committee in the director identification and nomination process. The nominatingNominating and corporate governance committeeCorporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation, and backgrounds. The nominatingNominating and corporate governance committeeCorporate Governance Committee does not assign specific weighting to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the boardBoard of directorsDirectors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability, or any other basis proscribed by law.

The nominatingNominating and corporate governance committeeCorporate Governance Committee will consider stockholder recommendations for candidates to be nominated by our boardBoard of directorsDirectors for election at the 2023 annual meeting2024 Annual Meeting of stockholders.Stockholders. Stockholders who want to recommend a potential director candidate for consideration by the nominatingNominating and corporate governance committeeCorporate Governance Committee should send a written notice, addressed to the corporate secretaryCorporate Secretary at our principal executive offices at 150 North Riverside Plaza, Chicago, Illinois 60606. This notice must include the same information as would be required under our bylaws in a stockholder’s notice to nominate a director at the 2022 annual meeting of stockholders.director. These information requirements are set forth in Sections 3.8(a)(2)(x) and 3.8(a)(2)(z)(i)–(vii) of our bylaws. We also consider potential director candidates recommended by current directors, officers, employees, and others. We may also retain the services of search firms to provide us with candidates, especially when we are looking for a candidate with a particular expertise, quality, skill, or background.

The nominatingNominating and corporate governance committeeCorporate Governance Committee screens all potential candidates in the same manner, regardless of the source of the recommendation. The review is typically based on any written materials provided with respect to potential candidates, and the nominatingNominating and corporate governance committeeCorporate Governance Committee reviews the materials to determine the qualifications, experience, and background of the candidates. Final candidates are typically interviewed by one or more members of the nominatingNominating and corporate governance committee.Corporate Governance Committee. In making its determinations, the nominatingNominating and

14    Hyatt Hotels Corporation  2022 Proxy Statement

Our boardBoard of directorsDirectors has adopted a written charter for our audit committee,Audit Committee, which is available on our website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Committee Composition — Audit Committee Charter.”

Finance Committee

Our finance committeeFinance Committee consists of Messrs. Thomas J. Pritzker, McMillan, and Jason Pritzker, and Ms. Kronick, with Mr. Thomas J. Pritzker serving as chair.Chair. The finance committeeFinance Committee is responsible for reviewing with Company

Hyatt Hotels Corporation  2022 Proxy Statement15

Talent and Compensation Committee

Our talentTalent and compensation committeeCompensation Committee consists of Ms. Kronick, Ms. Nicholson, Mr. McDonald, Ms. O’Neill, and Mr. Wooten, with Ms. Kronick serving as chair.Chair. Mr. McDonald will not be nominated to stand for re-election as a director at the Annual Meeting. Our boardBoard of directorsDirectors has determined that each member of our talentTalent and compensation committeeCompensation Committee is independent within the meaning of the SEC rules and the listing standards of the NYSE applicable to compensation committee members. The talentTalent and compensation committeeCompensation Committee is authorized to discharge the responsibilities of the boardBoard of directorsDirectors relating to:

16    Hyatt Hotels Corporation  2022 Proxy Statement

The talentTalent and compensation committeeCompensation Committee reviewed the nature and extent of the relationship among the talentTalent and compensation committee,Compensation Committee, Hyatt, Korn Ferry, and the individuals at Korn Ferry providing advice to the talentTalent and compensation committeeCompensation Committee with respect to any conflicts or potential conflicts of interest. This analysis covered the SEC’s “six factor test” including the provision of other services by Korn Ferry to Hyatt, the amount of fees received by Korn Ferry from Hyatt as a percentage of total revenue of Korn Ferry, the policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship of the advisor with a member of the talentTalent and compensation committee,Compensation Committee, any Hyatt stock owned by the advisor, and any business or personal relationship of the advisor between Korn Ferry and any executive officer at Hyatt. Based on that review, the talentTalent and compensation committeeCompensation Committee believes that there are no conflicts of interest or potential conflicts of interest that would unduly influence Korn Ferry’s advice to the talentTalent and compensation committee.Compensation Committee. We note that Korn Ferry’s individual executive compensation consultants providing services to Hyatt:

The talentTalent and compensation committeeCompensation Committee delegated to our President and Chief Executive Officer and Chief Human Resources Officer the authority to direct Korn Ferry (and previously Mercer) with respect to matters which are of general applicability to broad groups of employees at varying levels, do not involve equity compensation, are not limited to executive officers, and do not exceed $200,000 in fees per individual statement of work. As such, management has the sole authority to engage Korn Ferry (and previously did for Mercer) for any such additional services without further approval so long as such services remain within the scope of these established parameters.

Hyatt Hotels Corporation  During 2022, Proxy Statement17

Based on these and other considerations, the talentTalent and compensation committeeCompensation Committee concluded that there are nonone of our compensation policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company.

18    Hyatt Hotels Corporation  2022 Proxy Statement

Committee members and the chairChair of each committee during 20212022 were also eligible to receive additional annual cash retainers in the amounts set forth below:

In 2022, the nominating and corporate governance committee chair and finance committee chair retainers will increase to $20,000.

The chairChair of each committee receives only the committee chair retainer for such committee and does not also receive the committee member retainer. Committee retainers are paid in quarterly installments at the end of each fiscal quarter.

Hyatt Hotels Corporation  2022 Proxy Statement19

2022 Director Compensation

The following table provides information related to the compensation paid to our non-employee directors for 2021:2022:

20    Hyatt Hotels Corporation  2022 Proxy Statement

Talent and Compensation Committee Report¹

The talentTalent and compensation committeeCompensation Committee has reviewed the Compensation Discussion and Analysis set forth below and discussed its contents with the Company’s management. Based on this review and discussion, the talentTalent and compensation committeeCompensation Committee recommended to the boardBoard of directorsDirectors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.

Talent and Compensation Committee Interlocks and Insider Participation

During 2021,2022, each of Mses. Kronick and Nicholson, and Messrs. McDonald and Wooten served on our talentTalent and compensation committee,Compensation Committee, with Ms. Kronick serving as chair.Chair. Ms. Nicholson resigned from the Board of Directors effective December 6, 2022. Ms. O’Neill became a member of our Talent and Compensation Committee effective February 8, 2023. None of these members of our talentTalent and compensation committeeCompensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the talent and compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our talentTalent and compensation committeeCompensation Committee or boardBoard of directors.Directors.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion describes the compensation elements of our total rewards program for our NEOs, consisting of our Principal Executive Officer (“PEO”), Principal Financial Officer (“PFO”), and our three other most highly compensated executive officers.

Our NEOs for 20212022 were:

Our talentTalent and compensation committeeCompensation Committee is responsible for establishing, maintaining, and administering our compensation programs for our NEOs and other executives.

Executive Compensation Practices and Alignment with Stockholder Interests and Good Governance

Impact of Advisory Vote Approving Executive Compensation

At the Company’s 2021 annual meeting2022 Annual Meeting of stockholders,Stockholders, stockholders were provided the opportunity to cast an advisory vote approving the compensation programs for our NEOs (“say-on-pay”). That say-on-pay proposal received support from approximately 99.6%94.8% of the shares present and entitled to vote at the annual meeting, indicating strong stockholder approval of the compensation paid to our NEOs. This proxy statement includes a say-on-pay advisory vote regarding the compensation paid to our NEOs for 2022 as disclosed pursuant to the SEC’s compensation disclosure rules. See the section below titled “Proposal 3 — Advisory Vote to Approve Executive Compensation.” The talentTalent and compensation committee considered this high level of support for our say-on-pay proposal, among other considerations, as well as the high-levels of support we received for our say-on-say proposals in previous years, in re-establishing the structure of our salary and cash incentive compensation programs consistent with our pre-COVID-19 programs. The talent and compensation committeeCompensation Committee will continue to consider the outcome of the Company’s say-on-pay advisory votes when making future compensation decisions for our NEOs.

As required by Section 14A of the Exchange Act in this proxy statement we are seeking stockholder approval, on an advisory basis, of the frequency of holding a stockholder advisory vote to approve compensation paid to our NEOs as disclosed pursuant to the SEC’s compensation disclosure rules. We believe that the current best corporate practices and governance trends favor an annual advisory vote and are recommending that stockholders vote, on an advisory basis, to hold an annual advisory vote to approve NEO compensation. An annual vote would give stockholders the opportunity to react promptly to emerging trends in compensation, and would give the Board of Directors and Talent and Compensation Committee the opportunity to evaluate compensation decisions in light of yearly feedback from stockholders. See the section below titled “Proposal 4 — Frequency of Advisory Vote on Executive Compensation.”

Philosophy and Goals of Our Executive Compensation Program

Our Purpose

We care for people so they can be their best.

Our Vision

A world of understanding and care.

Our Mission

We deliver distinctive experiences for our guests.

Our Values

Empathy, integrity, respect, inclusion, experimentation, and wellbeing.

We believe that our purpose, vision, mission, and missionvalues promote long-term value creation for our stockholders.

Our business strategy to drive long-term sustainable growth and create value is focused on three areas: (i) maximizing our core business; (ii) integrating new growth platforms; and (iii) optimizing capital deployment. Our compensation philosophy is to provide an appropriate base salary and to align our annual incentive and long-term components of compensation to support the achievement of business objectives and promote long-term value creation for our stockholders.

In furtherance of the broader goals of attracting, recruiting, developing, engaging, and retaining the talent needed to deliver on our business strategy, our compensation programs are designed to:

To accomplish these goals, our executive compensation program provides:

Market Data

Korn Ferry helps us assess the market competitiveness of our NEOs’ annual cash compensation and long-term incentives. In doing so, Korn Ferry uses several sources of information:

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Role of Outside Consultant

Korn Ferry provides consulting services to our talentTalent and compensation committeeCompensation Committee to help:

See the section above titled “Corporate Governance — Compensation Consultant Fees and Services” for further information regarding services performed by Korn Ferry in 2021.2022.

Role of Executive Officers

In making decisions about executive compensation, the talentTalent and compensation committeeCompensation Committee invites our Executive Chairman, our President and Chief Executive Officer, and our Chief Human Resources Officer to present various

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Salary

Salaries for our NEOs are reviewed annually. Our NEOs’ salaries for 20212022 were set to reflect several factors, including overall experience, time in the role, performance, market levels, and the desire to provide an appropriate base compensation as part of their overall total rewards. During 2021,2022, the talentTalent and compensation committeeCompensation Committee increased salaries effective July 1, 2021in connection with our annual salary review based on the factors above.above resulting in year-over-year increases set forth in the following table: