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.

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