Hilton Grand Vacations Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees named in the proxy statement to serve until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of Ernst & Young LLP as Independent Auditors of the Company for the 2026 Fiscal Year

   ManagementBoard: FOR

   Ratify the Board’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Approval of Amendment to the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to the 2023 Omnibus Incentive Plan to add 1,250,000 shares to the plan reserve for issuance.

   More detail

   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

4. 4

   Non-Binding Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Cast a non-binding advisory (say-on-pay) vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   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.

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When is the Hilton Grand Vacations Inc 2026 annual meeting?

Hilton Grand Vacations Inc (HGV) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Hilton Grand Vacations Inc 2026 meeting?

The record date for the Hilton Grand Vacations Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hilton Grand Vacations Inc's 2026 meeting?

The board is presenting 9 director nominees at the Hilton Grand Vacations Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hilton Grand Vacations Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Hilton Grand Vacations Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.