Hilton Worldwide 8K Submission of Matters to a Vote of Security Holders

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 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, 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:

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

Date: May 25, 2022

Hilton Worldwide (HLT) 8-KSubmission of Matters to a Vote of Security Holders