Date of Report (Date of Earliest Event Reported): May 20, 2022
Hilton Worldwide Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-36243
27-4384691
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
7930 Jones Branch Drive, Suite 1100, McLean, Virginia22102
(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:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
HLT
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
Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2022, 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 8, 2022. The final voting results for the matters submitted to a vote of stockholders were as follows:
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 2023 or until their respective successors are duly elected and qualified:
For
Against
Abstain
Broker Non-Votes
Christopher J. Nassetta
250,069,153
239,931
441,103
8,138,141
Jonathan D. Gray
245,933,579
4,105,764
710,844
8,138,141
Charlene T. Begley
249,124,983
1,182,822
442,382
8,138,141
Chris Carr
249,440,922
858,540
450,725
8,138,141
Melanie L. Healey
248,826,262
1,480,066
443,859
8,138,141
Raymond E. Mabus, Jr.
250,051,207
251,198
447,782
8,138,141
Judith A. McHale
247,885,585
2,421,269
443,333
8,138,141
Elizabeth A. Smith
249,384,664
920,603
444,920
8,138,141
Douglas M. Steenland
238,110,990
12,187,651
451,546
8,138,141
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 2022.
For
Against
Abstain
Broker Non-Votes
254,340,236
4,094,654
453,438
—
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.
For
Against
Abstain
Broker Non-Votes
234,738,680
15,450,067
561,440
8,138,141
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 WORLDWIDE HOLDINGS INC.
By:
/s/ Kristin A. Campbell
Name:
Kristin A. Campbell
Title:
Executive Vice President, General Counsel and Chief ESG Officer
