Hilton Grand Vacations Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

 

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 Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of July 2, 2026, Mr. David Sambur resigned from the board of directors (the “Board”) of Hilton Grand Vacations Inc. (the “Company”) in accordance with the terms of the stockholders agreement, dated as of August 2, 2021, by and among the Company, certain investment funds and vehicles managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries, the “Apollo Investors”), and Hilton Worldwide Holdings Inc. (the “Stockholders Agreement”)

 

As a result of the June 4, 2026 underwritten public offering and sale by the Apollo Investors of a portion of the shares of common stock of the Company that they owned, the Apollo Investors’ right to designate directors to the Board pursuant to the Stockholders Agreement decreased from two (2) to one (1). Ms. Chrstine Cahill, the other director designee of the Apollo Investors, will continue to serve on the Board.

 

 

Effective immediately upon Mr. Sambur’s resignation, the Board appointed Ms. Christine Duffy to fill the vacancy created by Mr. Sambur’s resignation. Ms. Duffy will serve until the 2027 annual meeting of the Company’s stockholders or until her successor is duly elected and qualified. Ms. Duffy has not yet been appointed to any committees of the Board. The Board expects to consider committee assignments for Ms. Duffy at a later date.

 

In connection with her service as a director, Ms. Duffy will receive non-employee director compensation commensurate with the Company’s other non-employee directors, which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2026.

 

The Company has entered into an indemnification agreement with Ms. Duffy substantially similar to the Company’s standard form of indemnification agreement applicable for its directors. The indemnification agreements require the Company to indemnify the covered persons to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as  Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on November 14, 2016.

 

Ms. Duffy is not related to any officer or director of the Company and is not a party to any transactions or relationships with the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.

 

A copy of the Company’s press release regarding Ms. Duffy’s appointment is attached as Exhibit 99.1 and is incorporated by reference.