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 10, 2018

PLAYA HOTELS & RESORTS N.V.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: Tel: +31 20 808108

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:

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.  ☒

On May 10, 2018, Playa Hotels & Resorts N.V, a Dutch public limited liability company (the “Company”), amended its Articles of Association to remove the limit on the number of non-executive directors that could serve on the Company’s board of directors (the “Board”). This amendment was effectuated pursuant to a Deed of Amendment to our Articles of Association (the “Amendment”) and was approved by our Board and by our shareholders at our annual general meeting of shareholders held on May 10, 2018 (the “Annual Meeting”). The Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

At the Annual Meeting, the matters submitted to our shareholders for approval were: (1) the Amendment, (2) the election of directors, (3) the adoption of our Dutch Statutory Annual Accounts for the fiscal year ended December 31, 2017 (the “2017 Annual Accounts”), (4) the ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, (5) 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, 2018, (6) the discharge of our directors from liability with respect to the performance of their duties during the fiscal year ended December 31, 2017 and (7) the authorization of the Board to acquire shares (and depository receipts for shares) in the capital of the Company. As set forth in greater detail below, each proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

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.