Form 8-K - Current report

PLAYA HOTELS & RESORTS N.V.

Date: May 17, 2024

/s/ Tracy M.J. Colden

Tracy M.J. Colden

EVP & General Counsel

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): May 16, 2024

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.)

Nieuwezijds Voorburgwal 104

1012 SG Amsterdam, the Netherlands

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: Tel: +31 6 82 55 84 30

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))

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

The Nasdaq Stock Market LLC

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 Rule 12b-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 5.07

Submission of Matters to a Vote of Security Holders.

Playa Hotels & Resorts N.V. (the “Company”) held its annual general meeting of shareholders (the “AGM”) on Thursday, May 16, 2024, at 11:00 a.m., Central European Summer Time, in Amsterdam, the Netherlands. The results of the matters voted upon at the Company’s AGM are set forth below.

(1)	The following nominees were elected as directors to serve one-year terms:


Nominee	Votes For		Votes Against		Abstain		Broker Non-Votes
Bruce D. Wardinski¹		106,729,121		719,041		677,832		5,444,566
Jeanmarie Cooney		107,065,434		380,976		679,584		5,444,566
Hal Stanley Jones		107,065,043		381,317		679,634		5,444,566
Mahmood Khimji		106,219,975		1,185,952		720,067		5,444,566
Elizabeth Lieberman		107,059,942		386,317		679,735		5,444,566
Maria Miller		106,556,569		889,850		679,575		5,444,566
Leticia Navarro		107,061,602		384,758		679,634		5,444,566
Karl Peterson		104,231,118		3,215,242		679,634		5,444,566

All nominees were elected as non-executive directors except for Mr. Wardinski, who was elected as sole executive director.

(2)	The shareholders approved the adoption of the Company’s Dutch Statutory Annual Accounts for the fiscal year ended December 31, 2023:


Votes For	Votes Against	Abstain	Broker Non-Votes
107,431,825	6,279	687,890	5,444,566

(3)	The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024:


Votes For	Votes Against	Abstain	Broker Non-Votes
112,485,670	402,771	682,119	—

(4)	The shareholders approved the instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending December 31, 2024:


Votes For	Votes Against	Abstain	Broker Non-Votes
112,483,740	403,268	683,552	—

(5)	The shareholders approved the non-binding, advisory vote to approve the compensation of the Company’s named executive officers:


Votes For	Votes Against	Abstain	Broker Non-Votes
106,975,873	469,776	680,345	5,444,566

(6)	The shareholders approved the discharge of the Company’s directors from liability for the year ended December 31, 2023:


Votes For	Votes Against	Abstain	Broker Non-Votes
107,187,764	247,654	690,576	5,444,566

(7)	The shareholders approved the authorization of the board of directors to acquire shares (and depository receipts for shares) in the capital of the Company:


Votes For	Votes Against	Abstain	Broker Non-Votes
88,129,847	19,253,666	742,481	5,444,566

(8A)	The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptive rights for 10% of the Company’s issued share capital:


Votes For	Votes Against	Abstain	Broker Non-Votes
106,682,912	429,598	1,013,484	5,444,566

(8B)	The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptive rights for an additional 10% of the Company’s issued share capital:


Votes For	Votes Against	Abstain	Broker Non-Votes
102,713,464	4,398,997	1,013,533	5,444,566

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.

Document and Entity Information	May 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	PLAYA HOTELS & RESORTS N.V.
Entity Incorporation State Country Code	P7
Entity File Number	1-38012
Entity Tax Identification Number	98-1346104
Entity Address Address Line 1	Nieuwezijds Voorburgwal 104
Entity Address Postal Zip Code	1012 SG
Entity Address City Or Town	Amsterdam
Entity Address Country	NL
Country Region	31
City Area Code	6
Local Phone Number	82 55 84 30
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Ordinary Shares, €0.10 par value
Trading Symbol	PLYA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001692412
Amendment Flag	false