8-K 1 d652503d8k.htm FORM 8-K Form 8-K

 

 

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, 2019

 

 

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-37794   81-2545345

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6355 MetroWest Boulevard, Suite 180

Orlando, Florida

  32835
(Address of principal executive offices)   (Zip Code)

(407) 722-3100

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company 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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share   HGV   New York Stock Exchange

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 9, 2019, 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 March 27, 2019 (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

At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2019 or until their respective successors are duly elected and qualified.

 

     Votes Cast For      Votes Withheld      Broker Non-Votes  

Mark D. Wang

     80,868,405        388,123        3,230,171  

Leonard A. Potter

     78,659,407        2,597,121        3,230,171  

Brenda J. Bacon

     80,193,146        1,063,382        3,230,171  

David W. Johnson

     80,006,795        1,249,733        3,230,171  

Mark H. Lazarus

     80,655,660        600,868        3,230,171  

Pamela H. Patsley

     79,752,041        1,504,487        3,230,171  

Paul W. Whetsell

     80,624,300        632,228        3,230,171  

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

82,467,581

  2,010,964   8,154   0

Proposal No. 3 – Advisory Vote on Executive Compensation

At the Annual Meeting, 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

79,402,007

  1,785,381   69,140   3,230,171

 

Item 7.01.

Regulation FD Disclosure.

Commencing on May 14, 2019, the Company intends to meet with, and present information about the Company to a limited audience of analysts and potential investors. In addition to discussing publicly available information about the Company, representatives of the Company expect to use certain written presentation materials at such meetings. A copy of such written presentation materials is being furnished as Exhibit 99.1 to this Current Report on Form 8-K, and may also be accessed by logging onto the investor relations page under the “Investors” section of the Company’s website at www.hgv.com.

The information in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit

    No.    

  

Description

Exhibit 99.1    Hilton Grand Vacations Investor Presentation dated May 2019.


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.
Date: May 9, 2019      
    By:  

/s/ Charles R. Corbin

      Charles R. Corbin
      Executive Vice President, General Counsel
and Secretary