Hilton Grand Vacations (NYSE: HGV) OKs incentive plan share boost
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hilton Grand Vacations Inc. held its 2026 annual meeting of stockholders, where stockholders approved an amendment to the 2023 Omnibus Incentive Plan adding 1,250,000 shares of common stock to the shares reserved for equity awards. All nominated directors were elected for one-year terms ending at the 2027 annual meeting.
Stockholders also ratified Ernst & Young LLP as independent auditors for the 2026 fiscal year and approved the amendment to the 2023 Omnibus Incentive Plan by a substantial majority. In a non-binding advisory vote, stockholders supported the executive compensation program for the company’s named executive officers.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Additional plan shares: 1,250,000 shares
Auditor ratification for votes: 71,719,017 votes
Auditor ratification against votes: 1,358,783 votes
+4 more
7 metrics
Additional plan shares
1,250,000 shares
Added to 2023 Omnibus Incentive Plan reserve
Auditor ratification for votes
71,719,017 votes
Votes cast for Ernst & Young LLP as 2026 auditors
Auditor ratification against votes
1,358,783 votes
Votes cast against auditor ratification
Incentive plan amendment for votes
68,307,028 votes
Votes for amendment to 2023 Omnibus Incentive Plan
Say-on-pay for votes
68,225,643 votes
Votes for advisory approval of executive compensation
Broker non-votes on key items
4,395,569 votes
Broker non-votes on director, plan, and pay proposals
Director top for vote example
68,632,069 votes
Votes cast for director nominee David Sambur
Key Terms
2023 Omnibus Incentive Plan, broker non-votes, independent registered public accounting firm, non-binding advisory vote, +1 more
5 terms
2023 Omnibus Incentive Plan financial
"The Amendment added 1,250,000 shares of the Company’s common stock to the number of shares reserved for issuance under the 2023 Omnibus Plan."
broker non-votes financial
"Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes 68,307,028 | | 378,783 | | 18,228 | | 4,395,569"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the 2026 fiscal year."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory vote regulatory
"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."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
definitive Proxy Statement regulatory
"A description of the material terms of the Amendment was included in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
FAQ
What did Hilton Grand Vacations (HGV) stockholders approve at the 2026 annual meeting?
Hilton Grand Vacations stockholders approved an amendment to the 2023 Omnibus Incentive Plan and several routine governance items. They added 1,250,000 shares to the equity incentive pool, elected all director nominees, ratified Ernst & Young LLP as auditors, and supported executive compensation in an advisory vote.
Which directors were elected at Hilton Grand Vacations’ 2026 annual meeting?
Hilton Grand Vacations stockholders elected nine directors, including Mark D. Wang, Leonard A. Potter, Brenda J. Bacon, Christine Cahill, Mark H. Lazarus, Gail L. Mandel, Pamela H. Patsley, David Sambur, and Paul W. Whetsell. Each will serve a one-year term ending at the 2027 annual meeting.
Did HGV stockholders ratify the company’s independent auditors for 2026?
Yes. Stockholders ratified Ernst & Young LLP as Hilton Grand Vacations’ independent registered public accounting firm for the 2026 fiscal year. The proposal received 71,719,017 votes for, 1,358,783 against, and 21,808 abstentions, indicating broad support for the auditor appointment.
How did Hilton Grand Vacations (HGV) stockholders vote on executive compensation?
Stockholders approved the company’s executive compensation in a non-binding advisory vote. The proposal received 68,225,643 votes for, 459,259 against, and 19,137 abstentions, with 4,395,569 broker non-votes, signaling overall support for the disclosed pay practices for named executive officers.
What were the voting results for the amendment to HGV’s 2023 Omnibus Incentive Plan?
The amendment to Hilton Grand Vacations’ 2023 Omnibus Incentive Plan received 68,307,028 votes for, 378,783 against, and 18,228 abstentions, with 4,395,569 broker non-votes. This approval added 1,250,000 additional shares of common stock reserved for issuance under the equity incentive plan.