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Get filing alertsHGV shareholders approve 1.25M share increase to equity compensation plan
Filed May 8, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 1,250,000 shares to the 2023 Omnibus Incentive Plan, expanding the pool available for future equity grants to employees and executives with 99.4% support (68.3M for, 379K against, 4.4M broker non-votes).
Item 5.02 verify on EDGAR → -
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All nine directors elected for one-year terms with 99.4%–99.9% support; 4.4M broker non-votes per nominee.
Item 5.07 verify on EDGAR → -
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Ernst & Young ratified as independent auditor for fiscal 2026 with 98.1% support (71.7M for, 1.4M against).
Item 5.07 verify on EDGAR → -
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Executive compensation approved in advisory say-on-pay vote with 99.3% support (68.2M for, 459K against, 4.4M broker non-votes).
Item 5.07 verify on EDGAR →
Summary
Hilton Grand Vacations held its annual shareholder meeting on May 6, 2026, with all proposals passing by wide margins. The most material outcome was approval of an amendment to the company's 2023 equity compensation plan, adding 1.25 million shares to the reserve available for future grants.
This expands management's ability to issue stock-based compensation to employees and executives, representing modest dilution for existing shareholders—the increase should be evaluated against the company's total shares outstanding and recent grant practices. All other items were routine governance matters.
The nine-director slate was re-elected with strong support (99.4%–99.9%), Ernst & Young was ratified as auditor with 98.1% approval, and the say-on-pay vote passed with 99.3% support. Broker non-votes totaled approximately 4.4 million shares on matters requiring shareholder votes. The results reflect a healthy level of shareholder alignment with management and the board on compensation and governance practices.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders approved, among other items, an amendment (the “Amendment”) to the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”). The Amendment added 1,250,000 shares of the Company’s common stock to the number of shares reserved for issuance under the 2023 Omnibus Plan.
Shareholders at the May 6, 2026 annual meeting approved an amendment to the company's 2023 equity compensation plan. The amendment increases the share reserve by 1,250,000 shares, expanding the pool available for future equity grants to employees and executives.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
HGV shareholders elected 9 directors, ratified Ernst & Young as auditor, approved equity plan amendment, and approved executive compensation.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Mark D. Wang
68,590,191 | 113,848 | 4,395,569
Leonard A. Potter
68,324,470 | 379,569 | 4,395,569
Brenda J. Bacon
68,514,377 | 189,662 | 4,395,569 | Christine Cahill | 68,631,304 | 72,735 | 4,395,569
Mark H. Lazarus
68,624,611 | 79,428 | 4,395,569
Gail L. Mandel
68,627,038 | 77,001 | 4,395,569
Pamela H. Patsley
68,624,150 | 79,889 | 4,395,569 | David Sambur | 68,632,069 | 71,970 | 4,395,569
Paul W. Whetsell
68,293,570 | 410,469 | 4,395,569
All nine director nominees were elected for one-year terms expiring at the 2027 annual meeting. Support ranged from 99.4% to 99.8% of votes cast, with Paul W. Whetsell receiving the lowest support at 99.4% and Christine Cahill receiving the highest at 99.9%. Broker non-votes totaled 4,395,569 shares for each director.
Added in current filing · view on EDGAR → · paraphrased
Votes Cast For 71,719,017 | Votes Cast Against 1,358,783 | Abstentions 21,808
Shareholders ratified Ernst & Young LLP as the company's independent auditor for fiscal 2026 with 98.1% support of votes cast. The proposal received 71,719,017 votes for, 1,358,783 against, and 21,808 abstentions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify