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
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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☐
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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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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, $0.01 par value per share
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HGV
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New York Stock Exchange
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Transaction Incentive
Award Value ($)
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Performance RSUs
(#)(1)
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Performance Cash
Awards ($)(2)
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||||||||||
Mark D. Wang
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$
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3,750,000
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50,767
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$
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1,500,000
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|||||||
Daniel J. Mathewes
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$
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2,000,000
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27,075
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$
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800,000
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|||||||
Gordon Gurnik
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$
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2,000,000
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27,075
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$
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800,000
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|||||||
Charles R. Corbin
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$
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2,500,000
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33,844
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$
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1,000,000
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|||||||
Pablo Brizi
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$
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1,750,000
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23,691
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$
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700,000
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(1) |
The Performance RSUs vest based on the level of achievement of pre-established performance goals relating to run rate cost savings (weighted 50%) and Adjusted EBITDA (weighted 50%) following a 2-year
performance period commencing on January 17, 2024, the closing date of the Merger, and ending on December 31, 2025, subject to the executive’s continued employment with the Company (with certain customary exceptions as provided in the
2023 Plan and applicable Transaction Incentive Award Agreement).
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(2) |
The Performance Cash Award vests and is payable based on the level of achievement of pre-established performance goals relating to run rate cost savings following an18-month performance period commencing on
January 17 2024, the closing date of the Merger, and ending on June 30, 2025, except that fifty percent (50%) of the Performance Cash Award is eligible to vest and be payable on September 30, 2024, if certain run rate cost savings goals
are achieved by such date. The foregoing vesting and payment of the Performance Cash Award is subject to the executive’s continued employment with the Company at the applicable vesting date (with certain customary exceptions as provided
in the 2023 Plan and applicable Transaction Incentive Award Agreement).
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Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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Exhibit 104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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: March 8, 2024
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