Hilton Grand Vacations (HGV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2026, with nine director nominees up for election, ratification of Ernst & Young LLP as auditors, approval of an amendment to the 2023 Omnibus Incentive Plan, and a non-binding advisory vote on executive compensation.

• Stockholder engagement included 14 roadshows and over 200 investor meetings in 2025, influencing governance and compensation practices.

• The company emphasizes environmental sustainability, social responsibility, and a people-first workplace, earning multiple workplace and industry awards in 2025.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying auditors, amending the incentive plan, and a say-on-pay vote.

• The board recommends voting in favor of all proposals.

• Shareholders as of March 13, 2026, are eligible to vote; 81,258,868 shares outstanding.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with annual elections and mandatory retirement age (with exceptions).

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed solely of independent directors.

• Board skills include public company experience, senior leadership, finance, M&A, marketing, legal, technology, and industry expertise.

• The Apollo Investors have rights to designate two directors and influence certain governance matters.