False000158568900015856892020-06-052020-06-0500015856892020-03-042020-03-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 5, 2020
Hilton Worldwide Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware001-3624327-4384691
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 883-1000
(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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareHLTNew 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 June 5, 2020, Hilton Worldwide Holdings Inc. (the “Company”) held its 2020 annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 - Election of Directors

At the annual meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the Company’s 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified:
For
Against
Abstain
Broker Non-Votes
Christopher J. Nassetta
243,211,846
1,262,498
51,258
9,069,909
Jonathan D. Gray
241,148,898
3,322,909
53,795
9,069,909
Charlene T. Begley
242,413,406
2,059,764
52,432
9,069,909
Melanie L. Healey
240,957,271
3,515,649
52,682
9,069,909
Raymond E. Mabus, Jr.
243,849,759
621,862
53,981
9,069,909
Judith A. McHale
239,873,769
4,599,006
52,827
9,069,909
John G. Schreiber
239,347,057
5,124,681
53,864
9,069,909
Elizabeth A. Smith
242,438,284
2,034,944
52,374
9,069,909
Douglas M. Steenland
240,765,239
3,706,467
53,896
9,069,909

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 registered public accounting firm for fiscal 2020.
For
Against
Abstain
Broker Non-Votes
251,283,315
2,246,368
65,828
0

Proposal No. 3 – Non-Binding Vote on 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.
For
Against
Abstain
Broker Non-Votes
219,955,519
24,511,640
58,443
9,069,909

Proposal No. 4 – Non-Binding Vote on Frequency of Future Advisory Votes on Executive Compensation

The Company’s stockholders approved, in a non-binding advisory vote, “One Year” for the frequency of future non-binding advisory votes on the compensation paid to the Company’s named executive officers.
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
243,243,429
24,378
1,208,695
49,100
9,069,909

Based on the results of this vote, and consistent with the Board of Directors’ recommendation, the Company intends to include an 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.


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 WORLDWIDE HOLDINGS INC.
By:/s/ Kristin A. Campbell
Name:Kristin A. Campbell
Title:Executive Vice President, General Counsel and Secretary


Date: June 9, 2020