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 8, 2024
Hilton Grand Vacations Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-37794
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81-2545345
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6355 MetroWest Boulevard, Suite 180
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Orlando, Florida
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32835
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(Address of principal executive offices)
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(Zip Code)
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(407) 613-3100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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HGV
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
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On May 8, 2024, Hilton Grand Vacations Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the
Annual Meeting, the Company’s stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to its stockholders commencing on or
about, March 19, 2024 in connection with the Annual Meeting (the “Proxy Statement”). Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Annual Meeting.
Proposal No. 1 – Election of Directors
The Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the 2025 annual meeting of
stockholders or until their respective successors are duly elected and qualified.
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Votes Cast For
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Votes Withheld
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Broker Non-Votes
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Mark D. Wang
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86,420,280
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466,648
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3,792,945
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Leonard A. Potter
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81,412,800
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5,474,128
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3,792,945
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Brenda J. Bacon
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85,873,684
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1,013,244
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3,792,945
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David W. Johnson
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86,319,727
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567,201
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3,792,945
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Mark H. Lazarus
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86,320,721
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566,207
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3,792,945
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Pamela H. Patsley
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83,563,675
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3,323,253
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3,792,945
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David Sambur
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83,883,591
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3,003,337
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3,792,945
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Alex van Hoek
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84,033,435
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2,853,493
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3,792,945
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Paul W. Whetsell
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85,617,287
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1,269,641
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3,792,945
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Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the 2024
fiscal year.
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Votes Cast For
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Votes Cast Against
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Abstentions
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90,351,607
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153,510
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174,756
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Proposal No. 3 – Advisory Vote to Approve Executive Compensation
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive
officers as disclosed in the Proxy Statement.
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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84,917,875
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1,788,638
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180,415
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3,792,945
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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.
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HILTON GRAND VACATIONS INC.
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By:
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/s/ Charles R. Corbin
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Charles R. Corbin
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Executive Vice President, General Counsel and Secretary
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Date: May 8, 2024
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