UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2023, Hilton Grand Vacations Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”), which replaces the Company’s 2017 Omnibus Incentive Plan. Employees, officers, directors and consultants selected by the Compensation Committee of the Company’s Board of Directors are eligible to participate in the 2023 Plan, including the Company’s principal executive officer, principal financial officer and other named executive officers. A description of the material terms of the 2023 Plan was included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to its stockholders commencing on or about, March 21, 2023 in connection with the Annual Meeting (the “Proxy Statement”), and is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in 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 2024 annual meeting or until their respective successors are duly elected and qualified.
| Votes Cast For | Votes Withheld | Broker Non-Votes | ||||||||||
| Mark D. Wang |
86,596,029 | 456,192 | 10,138,714 | |||||||||
| Leonard A. Potter |
78,249,732 | 8,802,489 | 10,138,714 | |||||||||
| Brenda J. Bacon |
86,124,216 | 928,005 | 10,138,714 | |||||||||
| David W. Johnson |
86,296,226 | 755,995 | 10,138,714 | |||||||||
| Mark H. Lazarus |
86,337,213 | 715,008 | 10,138,714 | |||||||||
| Pamela H. Patsley |
84,201,009 | 2,851,212 | 10,138,714 | |||||||||
| David Sambur |
84,286,917 | 2,765,304 | 10,138,714 | |||||||||
| Alex van Hoek |
85,007,916 | 2,044,305 | 10,138,714 | |||||||||
| Paul W. Whetsell |
86,112,560 | 939,661 | 10,138,714 | |||||||||
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 2023 fiscal year.
| Votes Cast For |
Votes Cast Against |
Abstentions | ||
| 96,034,224 | 1,027,845 | 128,866 |
Proposal No. 3 – Approval of the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan
The Company’s stockholders approved the 2023 Plan.
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 85,794,951 | 1,160,401 | 96,869 | 10,138,714 |
Proposal No. 4 – 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.
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 80,373,961 | 6,535,014 | 143,246 | 10,138,714 |
Proposal No. 5 – Advisory Vote on Frequency of Advisory Vote to Approve Executive Compensation
The Company’s stockholders voted, on a non-binding advisory basis, to hold the non-binding advisory vote to approve executive compensation every year.
| One Year |
Two Years |
Three Years |
Abstentions | |||
| 86,153,381 | 4,551 | 822,091 | 72,198 |
In light of the results of such advisory vote and consistent with the recommendation of the Company’s Board of Directors with respect to such vote, the Company will continue to conduct an advisory vote to approve executive compensation every year until the next required vote on the frequency of advisory votes to approve executive compensation.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| Exhibit 10.1 | Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| HILTON GRAND VACATIONS INC. | ||
| By: | /s/ Charles R. Corbin | |
| Charles R. Corbin | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: May 3, 2023