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 7, 2025
Hilton Grand Vacations Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-37794
81-2545345
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

6355 MetroWest Boulevard, Suite 180
Orlando, Florida
  
32835
(Address of principal executive offices)
  
(Zip Code)
 
(407) 613-3100
(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
HGV
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7, 2025, Hilton Grand Vacations Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to its stockholders commencing on or about, March 18, 2025 in connection with the Annual Meeting (the “Proxy Statement”). Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Annual Meeting.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified.

   
Votes Cast For
    
Votes Withheld
    
Broker Non-Votes
  
Mark D. Wang
    
78,664,871
      
102,903
      
4,044,793
  
Leonard A. Potter
    
78,460,253
      
307,521
      
4,044,793
  
Brenda J. Bacon
    
78,487,343
      
280,431
      
4,044,793
  
Christine Cahill
    
78,496,751
      
271,023
      
4,044,793
  
David W. Johnson
    
78,572,118
      
195,656
      
4,044,793
  
Mark H. Lazarus
    
78,397,445
      
370,329
      
4,044,793
  
Gail L. Mandel
    
78,665,122
      
102,652
      
4,044,793
  
Pamela H. Patsley
    
78,602,102
      
165,672
      
4,044,793
  
David Sambur
    
78,514,123
      
253,651
      
4,044,793
  
Paul W. Whetsell
    
78,213,592
      
554,182
      
4,044,793
  

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 auditors for the 2025 fiscal year.

Votes Cast For
  
Votes Cast Against
  
Abstentions
82,699,477
  
97,372
  
15,718

Proposal No. 3 – Advisory Vote to Approve 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.

Votes Cast For
  
Votes Cast Against
  
Abstentions
  
Broker Non-Votes
67,452,291
  
11,298,013
  
17,470
  
4,044,793

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 GRAND VACATIONS INC.
   
 
By:
 /s/ Charles R. Corbin
 
Charles R. Corbin
 
Senior Executive Vice President, General Counsel and Corporate Operations, and Secretary
   
Date:  May 7, 2025