Not independent
Tenure on this board
18.5 yrs
9 nominees · 5 ballot items.
Election of directors; ratification of Ernst & Young LLP as independent auditor; non-binding approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of Say-on-Pay (1, 2, or 3 years); approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan.
Elect nine director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation paid to the named executive officers (Say-on-Pay).
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.
Advisory (non-binding) vote to choose whether the Say-on-Pay vote should occur every one, two, or three years.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.55% | 14,901,164 | $4.5B |
| 2 | STATE STREET CORP | 4.12% | 9,376,837 | $2.9B |
| 3 | BlackRock, Inc. | 3.67% | 8,360,289 | $2.5B |
| 4 | FMR LLC | 3.49% | 7,947,752 | $2.4B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.39% | 7,711,318 | $2.3B |
| 6 | JPMORGAN CHASE CO | 3.20% | 7,293,544 | $2.2B |
| 7 | PRINCIPAL FINANCIAL GROUP INC | 2.75% | 6,250,281 | $1.9B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.56% | 5,838,165 | $1.8B |
| 9 | BlackRock, Inc. | 2.07% | 4,709,750 | $1.4B |
| 10 | FRANKLIN RESOURCES INC | 2.01% | 4,581,650 | $1.4B |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.