[8-K] Hilton Grand Vacations Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hilton Grand Vacations Inc. reported a board change tied to its stockholder arrangements. Effective July 2, 2026, Apollo Investors’ designee David Sambur resigned from the board after an underwritten public offering of part of Apollo’s HGV stake reduced their director designation right from two to one under a 2021 stockholders agreement. The remaining Apollo designee, Christine Cahill, continues to serve.
Immediately following his resignation, the board appointed Christine Duffy, president of Carnival Cruise Line, to fill the vacancy, with a term running until the 2027 annual meeting or until a successor is elected and qualified. The company states that Sambur’s resignation was not due to any disagreement with its operations, policies or practices. Duffy will receive non-employee director compensation consistent with other non-employee directors and has entered into the company’s standard Delaware-law-based indemnification agreement for directors. The company notes she has no related-party relationships requiring disclosure under Item 404(a) of Regulation S-K.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): July 2, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
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(407 ) 722-3100
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
Effective as of July 2, 2026, Mr. David Sambur resigned from the board of directors (the “Board”) of Hilton Grand Vacations Inc.
(the “Company”) in accordance with the terms of the stockholders agreement, dated as of August 2, 2021, by and among the Company, certain investment funds and vehicles managed by affiliates of Apollo Global Management, Inc. (together with its
subsidiaries, the “Apollo Investors”), and Hilton Worldwide Holdings Inc. (the “Stockholders Agreement”)
As a result of the June 4, 2026 underwritten public offering and sale by the Apollo Investors of a portion of the shares of common
stock of the Company that they owned, the Apollo Investors’ right to designate directors to the Board pursuant to the Stockholders Agreement decreased from two (2) to one (1). Ms. Chrstine Cahill, the other director designee of the Apollo
Investors, will continue to serve on the Board.
Mr. Sambur’s resignation is not due to any disagreement with the Company’s operations, policies or practices.
Effective immediately upon Mr. Sambur’s resignation, the Board appointed Ms. Christine Duffy to fill the vacancy created by Mr.
Sambur’s resignation. Ms. Duffy will serve until the 2027 annual meeting of the Company’s stockholders or until her successor is duly elected and qualified. Ms. Duffy has not yet been appointed to any committees of the Board. The Board expects to
consider committee assignments for Ms. Duffy at a later date.
In connection with her service as a director, Ms. Duffy will receive non-employee director compensation commensurate with the
Company’s other non-employee directors, which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2026.
The Company has entered into an indemnification agreement with Ms. Duffy substantially similar to the Company’s standard form of
indemnification agreement applicable for its directors. The indemnification agreements require the Company to indemnify the covered persons to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their
service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is not complete and is qualified in its entirety by reference to the full text of
the form of indemnification agreement, which is filed as Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on November 14, 2016.
Ms. Duffy is not related to any officer or director of the Company and is not a party to any transactions or relationships with the
Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release regarding Ms. Duffy’s appointment is attached as Exhibit 99.1 and is incorporated by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Hilton Grand Vacations Inc.
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104
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Cover page Interactive Data File (embedded with the Inline XBRL document).
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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.
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HILTON GRAND VACATIONS INC.
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By:
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/s/ Charles R. Corbin
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Charles R. Corbin
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Senior Executive Vice President, General Counsel & Corporate Operations
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Date: July 2, 2026
Exhibit 99.1
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Media Contact: Lauren George 407-613-8431 lauren.george@hgv.com |
FOR IMMEDIATE RELEASE
Hilton Grand Vacations Announces Appointment of
Christine Duffy to its Board of Directors
Christine Duffy to its Board of Directors
ORLANDO, Fla. (July 2, 2026) — Hilton Grand Vacations Inc. (NYSE:HGV), the premier vacation ownership and experiences company, today announced the appointment of Christine Duffy to its board of directors.
Duffy is president of Carnival Cruise Line, the flagship brand of Carnival Corporation, where she oversees a global business serving millions of guests
annually. She brings more than 30 years of leadership experience across the travel and hospitality industry, with expertise in operations, commercial strategy and customer engagement.
“We are pleased to welcome Christine to our board of directors,” said Len Potter, chairman of Hilton Grand Vacations’ board of directors. “Christine’s extensive
experience leading global hospitality businesses and driving commercial and operational excellence will be a valuable addition to our board. Her perspective will further strengthen our ability to deliver long-term growth and enhanced experiences
for our Members and guests.”
Prior to joining Carnival Cruise Line in 2015, Duffy served as president and CEO of Cruise Lines International Association, where she represented the global
cruise industry. Earlier in her career, she held leadership positions at Maritz Inc. and McGettigan Partners.
Duffy currently serves on the board of directors of Herschend Family Entertainment Corporation.
About Hilton Grand Vacations Inc.
Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company and is the exclusive vacation ownership partner of Hilton. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets, and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. Hilton Grand Vacations has a reputation for delivering a consistently exceptional standard of service, and unforgettable vacation experiences for guests and more than 720,000 Club Members. Membership with the Company provides best-in-class programs, exclusive services and maximum flexibility for our Members around the world.
Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company and is the exclusive vacation ownership partner of Hilton. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets, and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. Hilton Grand Vacations has a reputation for delivering a consistently exceptional standard of service, and unforgettable vacation experiences for guests and more than 720,000 Club Members. Membership with the Company provides best-in-class programs, exclusive services and maximum flexibility for our Members around the world.
For more information, visit www.corporate.hgv.com. Follow us on Instagram, Facebook, LinkedIn, X
(formerly Twitter), Pinterest and YouTube.
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