Hilton Worldwide Holdings Inc. Files 8-K with Bylaw Changes

Ticker: HLT · Form: 8-K · Filed: 2025-05-16T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, bylaws, shareholder-vote

Related Tickers: HLT

TL;DR

Hilton filed an 8-K: bylaws updated, shareholder votes coming, financials attached.

AI Summary

Hilton Worldwide Holdings Inc. filed an 8-K on May 16, 2025, reporting events as of May 14, 2025. The filing indicates a change in the company's bylaws and submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This filing signals potential changes in Hilton's corporate governance and operational procedures, which could impact shareholder rights and company direction.

Risk Assessment

Risk Level: low — The filing is routine and procedural, not indicating any immediate financial distress or significant negative operational changes.

Key Players & Entities

FAQ

What specific changes were made to Hilton's bylaws?

The filing indicates amendments to Articles of Incorporation or Bylaws, but the specific details of these amendments are not provided in this summary section of the 8-K.

What matters are being submitted to a vote of security holders?

The filing states that matters are being submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on May 14, 2025.

What is Hilton Worldwide Holdings Inc.'s state of incorporation?

Hilton Worldwide Holdings Inc. is incorporated in Delaware.

What is the primary business address of Hilton Worldwide Holdings Inc.?

The primary business address is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102.

From the Filing

0001585689-25-000109.txt : 20250516 0001585689-25-000109.hdr.sgml : 20250516 20250516161536 ACCESSION NUMBER: 0001585689-25-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20250514 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250516 DATE AS OF CHANGE: 20250516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hilton Worldwide Holdings Inc. CENTRAL INDEX KEY: 0001585689 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 274384691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 25959457 BUSINESS ADDRESS: STREET 1: 7930 JONES BRANCH DRIVE, SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-883-1000 MAIL ADDRESS: STREET 1: 7930 JONES BRANCH DRIVE, SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 8-K 1 hlt-20250514.htm 8-K hlt-20250514 False 0001585689 --12-31 0001585689 2025-05-14 2025-05-14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 14, 2025 Hilton Worldwide Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36243 27-4384691 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 7930 Jones Branch Drive , Suite 1100 , McLean , Virginia 22102 (Address of Principal Executive Offices) (Zip Code) ( 703 ) 883-1000 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share HLT New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.03 Amendments of Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 14, 2025, Hilton Worldwide Holdings Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to eliminate the supermajority requirement for stockholders to amend the Company’s By-Laws, to provide for exculpation of certain Company officers to the extent permitted by Delaware law and to eliminate certain provisions that a

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