Hilton Grand Vacations Elects New Directors, Adjusts Executive Pay

TL;DR

HGV adds two directors and tweaks exec pay, including CEO Mike Brown's deal.

AI Summary

Hilton Grand Vacations Inc. announced on June 7, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Mark Wang and Patrick FitzGerald, to its board. Additionally, the company entered into new employment agreements with certain executive officers, including an amended and restated employment agreement with its President and Chief Executive Officer, Michael D. Brown.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation adjustments, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Hilton Grand Vacations Inc. (company) — Registrant
• Mark Wang (person) — Newly elected director
• Patrick FitzGerald (person) — Newly elected director
• Michael D. Brown (person) — President and Chief Executive Officer
• June 7, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share HGV New York St

Filing Documents

• ef20030668_8k.htm (8-K) — 28KB
• 0001140361-24-029295.txt ( ) — 160KB
• hgv-20240607.xsd (EX-101.SCH) — 4KB
• hgv-20240607_lab.xml (EX-101.LAB) — 21KB
• hgv-20240607_pre.xml (EX-101.PRE) — 16KB
• ef20030668_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 7, 2024, the board of directors (the "Board) of Hilton Grand Vacations Inc. (the "Company") approved an increase in its size from nine members to ten members and appointed Ms. Gail Mandel to fill the vacancy created by the increase effective as of June 7, 2024. Ms. Mandel was also appointed by the Board to serve as a member of the Audit Committee. Ms. Mandel will serve until the 2025 annual meeting of the Company's stockholders or until her successor is duly elected and qualified. In connection with her service as a director, Ms. Mandel will receive non-employee director compensation commensurate with the Company's other non-employee directors, which is described in more detail in HGV's definitive proxy statement on Schedule 14A filed with the SEC on March 19, 2024, prorated for her remaining term. The Company has entered into an indemnification agreement with Ms. Mandel in substantially the form of the Company's standard form of indemnification agreement. These agreements require the Company to indemnify covered individuals to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.5 to the Company's Registration Statement on Form 10 and incorporated herein by reference. Ms. Mandel is not related to any officer or director of the Company and is not a party to any transactions or relationships with the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K. SIGNATURE Pursuant to the requirements of the Securiti

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View this 8-K filing on SEC EDGAR