Hilton Grand Vacations Inc. (NYSE:HGV) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07. Submission of Matters to a Vote of Security Holders.
On May10, 2017, Hilton Grand Vacations Inc. (the Company) held
its annual meeting of stockholders (the Annual Meeting). At the
Annual Meeting, the Companys stockholders voted on the matters
disclosed in the Companys definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on March24,
2017 (the Proxy Statement). The final voting results for the
matters submitted to a vote of stockholders are set forth below.
Proposal No.1 Election of Directors
At the Annual Meeting, the Companys stockholders elected the
persons listed below as directors for a one-year term expiring in
2018 or until their respective successors are duly elected and
qualified.
| VotesCastFor | VotesWithheld | BrokerNon-Votes | ||||||||||
|
Mark D. Wang |
87,623,598 | 31,348 | 3,776,091 | |||||||||
|
Leonard A. Potter |
84,366,081 | 3,288,865 | 3,776,091 | |||||||||
|
Brenda J. Bacon |
87,624,328 | 30,618 | 3,776,091 | |||||||||
|
Kenneth A. Caplan |
87,624,094 | 30,852 | 3,776,091 | |||||||||
|
David W. Johnson |
87,613,297 | 41,649 | 3,776,091 | |||||||||
|
Mark H. Lazarus |
87,612,931 | 42,015 | 3,776,091 | |||||||||
|
Pamela H. Patsley |
84,531,788 | 3,123,158 | 3,776,091 | |||||||||
|
Paul W. Whetsell |
87,509,455 | 145,491 | 3,776,091 |
Proposal No.2 Ratification of Independent Registered
Public Accounting Firm
At the Annual Meeting, the Companys stockholders ratified the
appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the year ending December31,
2017.
|
VotesCastFor |
VotesCastAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 91,378,629 | 13,478 | 38,930 |
Proposal No.3 Approval of Amendments to and
Re-approval of the Hilton Grand Vacations Inc. 2017 Omnibus
Incentive Plan
At the Annual Meeting, the Companys stockholders approved
amendments to the Hilton Grand Vacations Inc. 2017 Omnibus
Incentive Plan (the Incentive Plan) and re-approved the terms of
the Incentive Plan for purposes of potentially qualifying certain
executive compensation for deductibility under Section 162(m) of
the Internal Revenue Code.
|
VotesCastFor |
VotesCastAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 87,226,344 | 376,499 | 52,103 | 3,776,091 |
Proposal No.4 Approval of the Hilton Grand Vacations
Inc. Employee Stock Purchase Plan
At the Annual Meeting, the Companys stockholders approved the
Hilton Grand Vacations Inc. Employee Stock Purchase Plan.
|
VotesCastFor |
VotescastAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 87,611,227 | 28,492 | 15,227 | 3,776,091 |
Proposal No.5 Advisory Vote on Executive
Compensation
At the Annual Meeting, the Companys stockholders approved, in a
non-binding advisory vote, the compensation paid to the Companys
named executive officers as disclosed in the Proxy Statement.
|
VotesCastFor |
VotesCastAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 87,568,078 | 51,490 | 35,378 | 3,776,091 |
Proposal No.6 Advisory Vote on Frequency of Future
Advisory Votes on Executive Compensation
At the Annual Meeting, the Companys stockholders voted, in a
non-binding advisory vote, on whether a stockholder vote to
approve the compensation paid to the Companys named executive
officers should occur every one, two or three years.
|
OneYear |
TwoYears |
ThreeYears |
Abstentions |
BrokerNon-Votes |
||||
| 85,047,695 | 15,144 | 2,573,488 | 18,619 | 3,776,091 |
As a result of the vote on Proposal No.6, the Company intends to
include a non-binding 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.
Item7.01.
Regulation FD Disclosure.
Commencing on
May16, 2017, the Company intends to meet with, and present
information about the Company to, a limited audience of analysts
and potential investors. In addition to discussing publicly
available information about the Company, representatives of the
Company expect to use certain written presentation materials at
such meetings. A copy of such written presentation materials is
being furnished as Exhibit 99.1 to this Current Report on Form
8-K and may also be accessed by logging onto the investor
relations page under the Investors section of the Companys
website at www.hgv.com.
The information in
Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1 hereto, is being furnished to Item7.01 of Form 8-K and shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made by the
Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| Exhibit99.1 | Investor Presentation. |
About Hilton Grand Vacations Inc. (NYSE:HGV)
Hilton Grand Vacations Inc. is a timeshare company that markets and sells vacation ownership intervals (VOIs), manages resorts in leisure and urban destinations, and operates a points-based vacation club. The Company operates its business across two segments: Real Estate Sales and Financing, and Resort Operations and Club Management. As of September 30, 2016, the Company had 46 resorts, representing 7,592 units, and approximately 265,000 Hilton Grand Vacations Club (the Club) members. Club members can exchange their Club points for stays at any resort or any property in the Hilton system of various brands across over 4,700 properties, as well as various vacation options, such as cruises and guided tours. VOI product allows customers to purchase a lifetime of vacations. The Company offers amenities, such as full kitchens, in-unit washers and dryers, spas and kids’ clubs along with beach-front locations. Hilton Grand Vacations Inc. (NYSE:HGV) Recent Trading Information
Hilton Grand Vacations Inc. (NYSE:HGV) closed its last trading session up +0.15 at 35.81 with 431,887 shares trading hands.
