UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): March 19, 2020
PLAYA HOTELS & RESORTS N.V.
(Exact Name of Registrant as Specified in Charter)
The Netherlands | 1-38012 | 98-1346104 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Prins Bernhardplein 200 1097 JB Amsterdam, the Netherlands | Not Applicable | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: Tel: +31 20 808108
Check the appropriate box below if the Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Ordinary Shares, €0.10 par value | PLYA | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2020, Playa Hotels & Resorts N.V. restructured its Board of Directors (the “Board”) to reduce the size of the Board from twelve directors to eight, in an effort to realign the size of the Board to an appropriate level given the Company’s size and needs and to improve efficiencies in the Board’s operations. In connection with the restructuring, the Company received notices of resignation from itsnon-executive directors Daniel J. Hirsch, Peter Melhado, Thomas Klein and Arturo Sarukhan, each effective March 31, 2020. There were no disagreements between any of thesenon-executive directors and the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Board restructuring, the Company also amended its Board Rules on March 19, 2020, effective March 31, 2020. The Board Rules were amended solely to fix the number ofnon-executive directors of the board at seven, and to permit the Lead Independent Director of the Board to serve as the chair of the Board’s Nominating and Governance Committee. A copy of the amended Board Rules is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
3.1 | Board Rules for Playa Hotels & Resorts N.V. |
SIGNATURE
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.
Playa Hotels & Resorts N.V. | ||||||
Date: March 20, 2020 | By: | /s/ Tracy M.J. Colden | ||||
Tracy M.J. Colden | ||||||
EVP & General Counsel |