Hilton Worldwide Holdings Inc. (NYSE:HLT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


Hilton Worldwide Holdings Inc. (NYSE:HLT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November16, 2017, the Board of Directors of Hilton Worldwide Holdings Inc. (the “Company”) adopted Amended and Restated By-Laws, effective the same date (the “By-Laws”). The primary purposes of the amendments were to change the voting standard for the election of directors in uncontested elections from a plurality standard to a majority standard and to implement proxy access.

The By-Laws, in Article I, Section12(A)(4), implement proxy access to permit a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals and 20% of the number of the Company’s directors then serving, provided the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws, including that notice of a nomination be provided to the Company’s Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting for regularly-scheduled annual meetings. Proxy access will first apply with respect to the Company’s 2018 annual meeting of stockholders. The amendments also include clarifications and conforming revisions.

The foregoing description of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.03 Financial Statements and Exhibits.

(d) Exhibits.

Hilton Worldwide Holdings Inc. Exhibit
EX-3.1 2 d497124dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF HILTON WORLDWIDE HOLDINGS INC. ARTICLE I. STOCKHOLDERS Section 1. The annual meeting of the stockholders of Hilton Worldwide Holdings Inc. (the “Corporation”) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date,…
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About Hilton Worldwide Holdings Inc. (NYSE:HLT)

Hilton Worldwide Holdings Inc. is a hospitality company. The Company is engaged in owning, leasing, managing, developing and franchising hotels, resorts and timeshare properties. The Company operates through three segments: ownership, management and franchise, and timeshare. The Company’s ownership segment consisted of 146 hotels with 59,463 rooms at December 31, 2015. Through management and franchise segment, the Company had 4,419 hotels with 691,887 rooms at December 31, 2015. As of December 31, 2015, through the timeshare segment, the Company had 45 properties comprising 7,152 units. It markets and sells timeshare intervals; operates timeshare resorts and a timeshare membership club, and provides consumer financing. Its brand portfolio includes its luxury and lifestyle hotel brands, such as Waldorf Astoria Hotels & Resorts, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton and Tru by Hilton.