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 6, 2015

 

 

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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 6, 2015, Hilton Worldwide Holdings Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2015 (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

At the annual meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2016 or until their respective successors are duly elected and qualified:

 

		Votes Cast For				Votes Withheld				Abstentions				Broker Non-Votes
Christopher J. Nassetta			803,504,867				88,097,478				—				15,025,986
Jonathan D. Gray			797,617,670				93,984,675				—				15,025,986
Michael S. Chae			790,746,152				100,856,193				—				15,025,986
Tyler S. Henritze			790,740,033				100,862,312				—				15,025,986
Judith A. McHale			870,051,365				21,550,980				—				15,025,986
John G. Schreiber			734,060,744				157,541,601				—				15,025,986
Elizabeth A. Smith			873,035,343				18,567,002				—				15,025,986
Douglas M. Steenland			872,957,575				18,644,770				—				15,025,986
William J. Stein			730,077,244				161,525,101				—				15,025,986

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 2015.

 

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
903,941,046		1,342,581		1,344,704		—

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.

 

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
886,565,322		3,711,282		1,325,741		15,025,986

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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.

 

Date: May 8, 2015