Hilton Grand Vacations Inc

This proposal asks stockholders to approve a board-adopted amendment to the Company’s 2023 Omnibus Incentive Plan to increase the plan share reserve by 1,250,000 shares. Management seeks shareholder approval because the plan, as currently constituted, has a limited remaining run-rate — 2,613,147 shares were available as of December 31, 2025 — and the requested increase would raise the total authorized under the plan to 6,490,000 shares, intended to sustain equity grants for approximately one to two years at the company’s typical burn rate. The Compensation Committee and the Board evaluated the request in light of historical grant activity, adjusted burn rate (average 1.3% over three years), dilution/overhang metrics, and future workforce needs, and concluded an increase is prudent to retain and incentivize employees and executive officers. The amendment is presented with several governance protections: the plan lacks an evergreen provision, requires stockholder approval for future increases, imposes minimum vesting and limits on re-pricing, preserves “double-trigger” treatment on change in control, and caps director compensation. From a governance/compensation perspective, the proposal balances the company’s need to grant competitive equity awards against dilution concerns — the board discloses modeling showing the resulting overhang would be roughly 9.81% of outstanding shares as of March 13, 2026. A 'for' vote supports management’s ability to continue equity-based pay practices (including performance-based RSUs and service RSUs that underpin pay-for-performance), while a vote against would constrain the company’s ability to grant equity awards and could affect recruitment, retention and long-term incentive alignment. The Board recommends approval, arguing the increase is necessary to continue offering

This management-sponsored, non-binding advisory proposal asks stockholders to approve on an advisory basis the 2025 compensation disclosed for the Company’s named executive officers, including the Compensation Discussion and Analysis, tables, and narrative. Management seeks this advisory ratification as required by SEC rules to solicit stockholder feedback on pay practices; while the vote is non-binding, the Board indicates it will take the result into consideration in future compensation decisions. The Company’s 2025 compensation program emphasized pay-for-performance and a mix weighted toward long-term equity, with elimination of stock options in favor of performance-based RSUs and service RSUs and substantial target LTI values (e.g., CEO target LTI is 575% of salary). The proxy discloses metrics used to align pay with performance (Economic Adjusted EBITDA, Contract Sales, Total Economic Revenue) and details caps, clawback policy, stock ownership guidelines and independent committee oversight intended to manage governance and risk. The Board notes prior strong stockholder support (approximately 85% in favor in 2025) and argues that the program aligns management and stockholder interests while incorporating governance ‘best practices’ such as minimum vesting, no evergreen, and limited repricing. A 'for' vote supports management’s approach to compensation governance and incentive design; a 'against' vote would signal dissatisfaction and could prompt the Compensation Committee to revisit program design and disclosure. The Board recommends a 'for' vote because it believes the compensation structure fosters long-term value creation and appropriately balances retention, performance incentives, and risk controls.