Hilton Worldwide Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HLT
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| FORM | |||||
| 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
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
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of certain Company officers to the extent permitted by Delaware law and to eliminate certain provisions that are no longer applicable. In accordance with the foregoing approval, the Company filed certificates of amendment (each, a “Certificate of Amendment”) to the Existing Charter and a Restated Certificate of Incorporation reflecting the approved amendments with the Secretary of State of the State of Delaware on May 14, 2025.
The Certificates of Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors. The Restated Certificate of Incorporation incorporating the Certificates of Amendments was approved by the Company’s Board of Directors. An amendment to the Company’s By-Laws to reflect the elimination of the supermajority requirement for stockholders to amend the By-Laws also was approved by the Company’s Board of Directors effective May 14, 2025.
A description of the Certificates of Amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 4, 2025 (the “Proxy Statement”) in the sections entitled “Proposal 4 – Approval of an Amendment to the Certificate of Incorporation to Remove the Supermajority Requirement for Stockholders to Amend the By-Laws” and “Proposal 5 – Approval of Amendments to the Certificate of Incorporation to Limit Liability of Certain Officers as Permitted by Law and Eliminate Provisions that are No Longer Applicable,” which description is incorporated herein by reference. The foregoing description of the Certificates of Amendment, Restated Certificate of Incorporation, and amendment to the Company’s By-Laws is qualified in its entirety by reference to the full text of the Certificates of Amendment, Restated Certificate of Incorporation, and By-Laws, copies of which are filed as Exhibits 3.1, 3.2, 3.3, and 3.4 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the By-Laws showing the amendment effective as of May 14, 2025 is attached as Exhibit 3.5.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Directors
The Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2026 or until their respective successors are duly elected and qualified:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Christopher J. Nassetta | 214,268,722 | 1,295,615 | 36,480 | 7,534,716 | |||||||||||||||||||
| Jonathan D. Gray | 209,905,485 | 5,656,436 | 38,896 | 7,534,716 | |||||||||||||||||||
| Charlene T. Begley | 213,903,260 | 1,530,083 | 167,474 | 7,534,716 | |||||||||||||||||||
| Chris Carr | 214,434,039 | 1,021,974 | 144,804 | 7,534,716 | |||||||||||||||||||
| Melanie L. Healey | 204,239,882 | 11,286,736 | 74,199 | 7,534,716 | |||||||||||||||||||
| Raymond E. Mabus, Jr. | 214,601,573 | 954,311 | 44,933 | 7,534,716 | |||||||||||||||||||
| Marissa A. Mayer | 213,930,714 | 1,627,070 | 43,033 | 7,534,716 | |||||||||||||||||||
| Elizabeth A. Smith | 210,786,966 | 4,715,871 | 97,980 | 7,534,716 | |||||||||||||||||||
| Douglas M. Steenland | 208,948,520 | 6,608,878 | 43,419 | 7,534,716 | |||||||||||||||||||
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 217,084,511 | 6,017,770 | 33,252 | — | |||||||||||||||||
Proposal No. 3 – Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 198,785,386 | 16,759,900 | 55,531 | 7,534,716 | |||||||||||||||||
Proposal No. 4 – Approval of an Amendment to the Certificate of Incorporation to Eliminate the Supermajority Requirement for Stockholders to Amend the By-Laws
The Company’s stockholders approved amendments to the Existing Charter to eliminate the supermajority requirement for stockholders to amend the Company’s By-Laws.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 215,187,329 | 375,321 | 38,167 | 7,534,716 | |||||||||||||||||
Proposal No. 5 – Approval of an Amendment to the Certificate of Incorporation to Limit Liability of Certain Officers as Permitted by Law and Eliminate Provisions that are No Longer Applicable
The Company’s stockholders approved amendments to the Existing Charter to limit liability of certain officers of the Company as permitted by law and eliminate provisions that are no longer applicable.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 198,121,244 | 17,436,723 | 42,850 | 7,534,716 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HILTON WORLDWIDE HOLDINGS INC. | ||||||||
| By: | /s/ Caroline Krass | |||||||
| Name: | Caroline Krass | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
Date: May 16, 2025