Hilton Worldwide Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HLT
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| FORM | |||||
| 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 14, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2026, Hilton Worldwide Holdings Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Hilton Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”) to, among other things, authorize an additional 846,000 shares for issuance under the Plan and extend the term of the plan by ten (10) years, until May 14, 2036, which Plan had been previously recommended for approval by the Company’s Compensation Committee of the Board of Directors and previously approved by the Company’s Board of Directors, in each case, subject to stockholder approval. The Plan became effective as of the date of such stockholder approval.
The material features of the Plan are described in the section entitled “Proposal 5 – Approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan” on pages 47 through 53 of the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which pages are incorporated herein by reference and are qualified by and subject to the full text of the Plan. A copy of the Plan, as approved by the Company’s stockholders and adopted by the Company, is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 14, 2026, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Directors
The Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2027 or until their respective successors are duly elected and qualified:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Christopher J. Nassetta | 204,069,298 | 826,612 | 146,493 | 8,433,715 | |||||||||||||||||||
| Jonathan D. Gray | 197,938,995 | 6,954,587 | 148,821 | 8,433,715 | |||||||||||||||||||
| Charlene T. Begley | 198,843,722 | 6,045,155 | 153,526 | 8,433,715 | |||||||||||||||||||
| Chris Carr | 203,395,032 | 1,388,360 | 259,011 | 8,433,715 | |||||||||||||||||||
| Melanie L. Healey | 200,271,664 | 4,617,080 | 153,659 | 8,433,715 | |||||||||||||||||||
| Raymond E. Mabus, Jr. | 203,270,979 | 1,623,225 | 148,199 | 8,433,715 | |||||||||||||||||||
| Marissa A. Mayer | 203,138,720 | 1,756,223 | 147,460 | 8,433,715 | |||||||||||||||||||
| Elizabeth A. Smith | 198,389,553 | 6,504,414 | 148,436 | 8,433,715 | |||||||||||||||||||
| Douglas M. Steenland | 197,597,094 | 7,296,087 | 149,222 | 8,433,715 | |||||||||||||||||||
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 year 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 206,194,080 | 7,127,074 | 154,964 | - | |||||||||||||||||
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 | |||||||||||||||||
| 189,707,839 | 15,133,495 | 201,069 | 8,433,715 | |||||||||||||||||
Proposal No. 4 – Non-Binding Advisory Vote on whether a Non-Binding Advisory Vote on Executive Compensation Should Occur Every One, Two, or Three Years
The Company’s stockholders approved, in a non-binding advisory vote, “One Year” for the frequency of future non-binding advisory votes on the compensation paid to the Company’s named executive officers.
One Year | Two Years | Three Years | Abstain | |||||||||||||||||
202,983,342 | 25,348 | 1,851,605 | 182,108 | |||||||||||||||||
Based on the results of this vote, and consistent with the Board of Directors’ recommendation, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
Proposal No. 5 – Approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan
The Company’s stockholders approved the Hilton Amended and Restated 2017 Omnibus Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 200,126,676 | 4,693,366 | 222,361 | 8,433,715 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 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 WORLDWIDE HOLDINGS INC. | ||||||||
| By: | /s/ Caroline Krass | |||||||
| Name: | Caroline Krass | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
Date: May 18, 2026