What agreements limit the sale of shares of common stock by other stockholders in Caption By Hyatt?
Caption_By_Hyatt Franchise · 2025 FDDAnswer from 2025 FDD Document
At December 31, 2024, Pritzker family business interests beneficially owned, in the aggregate, approximately 95.8% of our Class B common stock and approximately 1.8% of our Class A common stock, representing approximately 54.1% of the outstanding shares of our common stock and approximately 88.8% of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests are able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors and other significant corporate transactions. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. Pursuant to the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, the Pritzker family business interests have agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock. In addition, other stockholders beneficially own, in the aggregate, approximately 4.2% of our outstanding Class B common stock representing approximately 2.4% of the outstanding shares of our common stock and approximately 3.9% of the total voting power of our outstanding common stock. Pursuant to the 2007 Stockholders' Agreement, these entities have also agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock.
Source: Item 21 — Financial Statements (FDD pages 84–85)
What This Means (2025 FDD)
According to Caption By Hyatt's 2025 Franchise Disclosure Document, several agreements place limitations on the sale of common stock. The Pritzker family business interests, who beneficially own a significant portion of Caption By Hyatt's stock, have agreed to certain voting agreements and limitations on stock sales, as outlined in the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement. As of December 31, 2024, the Pritzker family business interests owned approximately 95.8% of the Class B common stock and approximately 1.8% of the Class A common stock, representing approximately 54.1% of the outstanding shares of common stock and approximately 88.8% of the total voting power of outstanding common stock.
Additionally, other stockholders, owning approximately 4.2% of the outstanding Class B common stock (representing approximately 2.4% of the outstanding shares and approximately 3.9% of the total voting power), have also agreed to certain voting agreements and limitations on the sale of shares, as per the 2007 Stockholders' Agreement.
These agreements collectively ensure that major stockholders are bound by specific rules regarding how they vote their shares and when or how they can sell them, which can impact the overall control and management of Caption By Hyatt. For a prospective franchisee, this means that the company's direction and stability are heavily influenced by these agreements, potentially reducing the risk of sudden changes in ownership or management that could affect the franchise system.