Page 24 of 31 – SEC Filing
Director Nomination Rights
The Shareholder Agreement provides that, after the expiration of the initial one-year term of the Board, the Farallon SPVs, Pace Sponsor and HI Holdings Playa will have certain rights to designate directors to the Board, as follows:
- Cabana Directors: The Farallon SPVs will have the right to designate (i) two directors to the Board for so long as the Farallon SPVs hold more than 15,000,000 Ordinary Shares and (ii) one director to the Board for so long as the Farallon SPVs hold 15,000,000 or fewer but more than 7,500,000 Ordinary Shares.
- Pace Directors: Pace Sponsor will have the right to designate (i) three directors to the Board for as long as Pace Sponsor holds more than 7,500,000 Ordinary Shares, (ii) two directors to the Board for as long as Pace Sponsor holds 7,500,000 or fewer but more than 5,625,000 Ordinary Shares, and (iii) one director to the Board for as long as Pace Sponsor holds 5,625,000 or fewer but more than 3,750,000 Ordinary Shares.
- Hyatt Director: HI Holdings Playa will have the right to designate one director to the Board for as long as HI Holdings Playa holds more than 7,500,000 Ordinary Shares.
Voting Support
Subject to the termination provisions described below, the Shareholder Agreement provides that each of the Farallon SPVs (collectively), Pace Sponsor and HI Holdings Playa (together, the “Designating Shareholders”) has agreed to vote to elect to the Board the designees of the other shareholder signatories designated in accordance with the Shareholder Agreement for the term of the Shareholder Agreement, unless such shareholder ceases to hold the minimum number of Ordinary Shares needed for such shareholder to be entitled to designate at least one such director.
Capital Allocation Committee
The Shareholder Agreement provides that the Board will maintain a Capital Allocation Committee, initially consisting of one Cabana Director, one Pace Director and the Company’s chief executive officer in his capacity as an executive director. The Farallon SPVs have designated Mr. Hirsch to serve as the committee’s Cabana Director as of the closing of the Business Combination. For so long as the Farallon SPVs or Pace Sponsor are entitled to designate any director to the Board pursuant to the terms of the Shareholder Agreement, any vacancy on the Capital Allocation Committee resulting from the resignation, removal, or death of the Cabana Director or the Pace Director, as applicable, must be filled by the Board following nomination of a replacement director by the Farallon SPVs or Pace Sponsor, as applicable. The Shareholder Agreement provides that any action by the Capital Allocation Committee requires the affirmative vote of two committee members.
Termination
The Shareholder Agreement will terminate pursuant to its terms on the earlier to occur of: (i) the fifth anniversary of the Closing Date or, if later, the expiration of the term or the death, resignation or removal of the Designated Directors appointed at the last shareholder meeting of the Company held prior to the fifth anniversary of the Closing Date; and (ii) the expiration of the term or the death, resignation or removal of the Designated Director(s) appointed at the last shareholder meeting of the Company held prior to such date on which no Designating Shareholder is entitled to nominate directors pursuant to the Shareholder Agreement. With respect to each Designating Shareholder, if its ownership of outstanding
