Hilton Worldwide (HLT) Proxy Filing summary

Executive summary

• Achieved strong 2024 performance with $1.54B net income, $3.43B Adjusted EBITDA, and $6.14 diluted EPS, driven by 7.3% net unit growth and expansion to 8,400+ properties in 140 countries.

• Added nearly 100,000 guest rooms, entered new markets, and completed strategic acquisitions of NoMad and Graduate brands, expanding luxury and lifestyle offerings.

• Returned $3B to stockholders via buybacks and dividends, with a 5-year TSR of 125% and $33B in value creation.

• Recognized as the top hospitality employer globally for the 8th consecutive year and #2 World's Best Workplace.

Voting matters and shareholder proposals

• Proposals include: election of nine directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, amendment to remove supermajority by-law requirement, and amendment to limit officer liability and remove outdated provisions.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises a majority of independent directors, with annual elections and a lead independent director.

• Board skills matrix highlights expertise in hospitality, finance, risk management, technology, and international operations.

• Regular executive sessions, annual self-evaluations, and robust director nomination and refreshment processes.