Hilton Worldwide Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026.

3. 3

   Non-Binding Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation paid to the named executive officers (Say-on-Pay).

   More detail

   The non-binding advisory proposal asks stockholders to approve the compensation paid to the named executive officers as disclosed in the CD&A and related tables. Management seeks this vote to obtain shareholder feedback and to comply with Dodd-Frank/SEC rules; while advisory, the Compensation Committee and Board will consider the vote in future pay decisions. The recommendation is FOR, justified by the Board’s view that the pay program aligns with performance and shareholder interests, emphasizes at-risk and equity-based incentives, and was informed by stockholder engagement and a strong prior say-on-pay vote. The proposal is routine governance/compensation practice and gives shareholders an annual opportunity to signal approval or disapproval. It does not change compensation directly but influences Board and Compensation Committee policies.

4. 4

   Advisory Vote on Frequency of Stockholder Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to choose whether the Say-on-Pay vote should occur every one, two, or three years.

   More detail

   The advisory proposal asks shareholders to indicate whether future say-on-pay votes should occur every one, two, or three years. Management recommends voting for a one-year frequency. The vote is non-binding but the Board will consider the result when setting future frequency. This is a routine governance advisory item required by SEC rules and reflects the company’s preference to solicit annual feedback to align compensation with shareholder views.

5. 5

   Approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Amended and Restated 2017 Omnibus Incentive Plan to extend the plan term, add 846,000 shares to the reserve, remove certain recycling features, and make other updates.

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When is the Hilton Worldwide Holdings Inc 2026 annual meeting?

Hilton Worldwide Holdings Inc (HLT) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Hilton Worldwide Holdings Inc 2026 meeting?

The record date for the Hilton Worldwide Holdings Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hilton Worldwide Holdings Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Hilton Worldwide Holdings Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Hilton Worldwide Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.