False000158568900015856892024-05-152024-05-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 15, 2024
Hilton Worldwide Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware |
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001-36243 |
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27-4384691 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 883-1000
(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))
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 |
| Common Stock, $0.01 par value per share |
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HLT |
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New York Stock Exchange |
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 On May 15, 2024, Hilton Worldwide Holdings Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
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 2025 or until their respective successors are duly elected and qualified:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| Christopher J. Nassetta |
226,715,929 |
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585,300 |
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69,437 |
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7,762,700 |
| Jonathan D. Gray |
213,979,320 |
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12,426,710 |
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964,636 |
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7,762,700 |
| Charlene T. Begley |
225,343,975 |
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1,932,201 |
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94,490 |
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7,762,700 |
| Chris Carr |
226,717,644 |
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578,618 |
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74,404 |
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7,762,700 |
| Melanie L. Healey |
225,837,674 |
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1,438,185 |
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94,807 |
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7,762,700 |
| Raymond E. Mabus, Jr. |
226,985,094 |
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310,179 |
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75,393 |
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7,762,700 |
| Judith A. McHale |
221,395,161 |
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5,901,607 |
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73,898 |
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7,762,700 |
| Elizabeth A. Smith |
224,278,564 |
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3,018,312 |
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73,790 |
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7,762,700 |
| Douglas M. Steenland |
220,531,757 |
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6,763,737 |
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75,172 |
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7,762,700 |
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 registered public accounting firm for fiscal 2024.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 229,454,453 |
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5,611,154 |
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67,759 |
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— |
Proposal No. 3 – Non-Binding Vote on 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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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 209,266,573 |
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18,020,429 |
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83,664 |
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7,762,700 |
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 WORLDWIDE HOLDINGS INC. |
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| By: |
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/s/ Anne-Marie W. D'Angelo |
| Name: |
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Anne-Marie W. D'Angelo |
| Title: |
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Executive Vice President, General Counsel and Secretary |
Date: May 17, 2024
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