Hilton Worldwide (HLT) Proxy filing summary

Executive summary

• Achieved record growth in 2025, adding nearly 100,000 new rooms and reaching 9,000 hotels globally, with expansion into four new markets and 44 brand-country debuts.

• Launched new brands, including Outset Collection and Apartment Collection, and celebrated the opening of the 1,000th luxury/lifestyle hotel.

• Hilton Honors loyalty program reached 243 million members, with new premium tiers and experiential offerings.

• Recognized as the #1 World's Best Workplace by Fortune and Great Place to Work for the second time.

• Returned $3.3 billion to shareholders through buybacks and dividends in 2025.

Voting matters and shareholder proposals

• Election of nine director nominees for a one-year term.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Advisory vote on frequency of Say-on-Pay (Board recommends annual vote).

• Approval of the Amended and Restated 2017 Omnibus Incentive Plan.

Board of directors and corporate governance

• Board consists of nine nominees with diverse backgrounds in hospitality, finance, technology, public policy, and consumer brands.

• 78% of directors are independent; 44% are women; 22% are ethnically diverse.

• Board committees (Audit, Compensation, Governance) are fully independent and chaired by women.

• Regular executive sessions, annual evaluations, and robust director education and refreshment practices.

• Proxy access by-law and no stockholder rights plan; majority voting standard for directors.