Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2020, the board of directors (the "Board") of Hilton Worldwide
Holdings Inc. (the "Company"), upon the recommendation of the Board's nominating
and ESG committee, appointed Chris Carr to the Board, effective August 5, 2020,
with a term that expires at the Company's 2021 annual meeting of stockholders or
until his successor is duly elected and qualified. Mr. Carr will serve on the
Board's nominating and ESG committee. The Board affirmatively determined that
Mr. Carr is independent under the guidelines for director independence set forth
in the Company's Corporate Governance Guidelines and under applicable New York
Stock Exchange rules. Mr. Carr will receive compensation as a non-employee
director in accordance with the Company's compensation program for eligible
non-employee directors as described in the Company's 2020 Proxy Statement, filed
with the Securities and Exchange Commission (the "SEC") on April 24, 2020. In
addition, Mr. Carr is expected to enter into an indemnification agreement with
the Company, on substantially the same terms contained in the Company's standard
form previously filed with the SEC, which provides for indemnification of the
indemnitee to the fullest extent permitted by Delaware law.
Item 7.01 Regulation FD Disclosure.
The press release issued on August 5, 2020 announcing Mr. Carr's election to the
Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference
The information contained under Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release , dated August 5, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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