UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant    ☒                                  Filed by a Party other than the Registrant    ☐

Check the appropriate box:

HILTON GRAND VACATIONS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

AND2021 Proxy Statement

PROXY STATEMENTNotice of Annual Meeting of Stockholders

Wednesday, May 5, 2021

8:30 a.m., Eastern Time

March 28, 201826, 2021

Dear Fellow Stockholder:

We are pleased to invite you to our 2018the 2021 Annual Meeting of Stockholders whichof Hilton Grand Vacations Inc. The Annual Meeting will be held virtually on Thursday,Wednesday, May 10, 2018,5, 2021, 8:30 a.m., Pacific Time, atEastern Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/HGV2021, where you will be able to listen to the Vdara Hotel & Spa, 2600 West Harmon Avenue, Las Vegas, Nevada 89158.meeting live, submit questions and vote online.

At the Annual Meeting, westockholders will be electing 7 members ofconsidering seven Director nominees for election to our Board of Directors. We encourage you to review the qualifications and experience of the Director nominees beginning on page 6 of the attached Proxy Statement. In addition to the election of directors, stockholders will also be considering the ratification of the selectionappointment of Ernst & Young LLP as our independent registered public accountants,auditors of the Company for the 2021 fiscal year, and ana non-binding advisory vote to approve executive compensation.

Stockholder accountability is of paramount importance to our Board of Directors and our senior leadership. It is essential to our success. Since we became an independent publicly-traded company, we have actively used our stockholder engagement program to receive constructive views from our stockholders. We listen carefully to your viewpoints and take them into consideration in the boardroom and in the strategic decision-making of our senior leadership. Additional information about our stockholder engagement can be found in the Proxy Statement on page 5.

In addition, we believe in being a responsible corporate citizen and have continued our efforts to operate in a sustainable and socially responsible manner. We have implemented a number of programs to reduce our environmental impact, serve the communities in which we operate, and create an inclusive and productive workplace for our employees. We took meaningful measures to protect our team members, owners and guests from the impact and risks posed by the COVID-19 pandemic. You can read more about our corporate social responsibility program on page 11.

Your vote is important to us.us. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, it is important that your shares beviews are represented and votedyour shares are counted at the Annual Meeting. You may vote usingVoting instructions can be found in the Proxy Statement on page 2 and in the Question and Answer section that begins on page 63. Voting instructions are also provided in the Notice Regarding Internet Availability of Proxy Materials that was mailed or the telephone. Of course, you may also vote by returning a proxy cardsent to stockholders via electronic delivery on or voting instruction form if you received a paper copyabout March 26, 2021 and discussed on page 4 of the proxy statement. You may also vote your shares in person at the Annual Meeting.Proxy Statement.

Thank you very much for your continued support of Hilton Grand Vacations Inc.the confidence that you have placed in us. We are excited about the Company’s prospects for 2021 and beyond.

Sincerely,

HILTON GRAND VACATIONS INC.

NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS

We are pleased to invite you to join our Board of Directors and senior leadership at Hilton Grand Vacations’ 2021 Annual Meeting of Stockholders (the “Annual Meeting”).

ITEMS OF BUSINESS

RECORD DATE

The Board of Directors set March 12, 2021 as the record date for the meeting. This means that our stockholders as of the close of business on that date are entitled to receive this notice of the Annual Meeting and vote at the meeting and any adjournments or postponements of the meeting. On the record date, there were 85,528,444 shares of Hilton Grand Vacations Inc. common stock issued and outstanding and entitled to vote at the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting is available at our corporate offices in Orlando, Florida.

Hilton Grand Vacations		Charles R. Corbin
		Executive Vice President, General Counsel and Secretary2021 PROXY STATEMENT

Important Notice Regarding Availability of Proxy Materials

Your Vote Isis Important

Please vote as promptly as possible online or by using the Internet or telephone, or by signing, dating and returning the proxy card or voting instructioninstructions form mailed to those who receive paper copies of the proxy statement.

Inmaterials. All properly executed and timely received proxy cards and voting instruction forms, and all properly completed proxies and voting instructions submitted online or by telephone will be voted at the Annual Meeting in accordance with the Securities and Exchange Commission rules allowing companiesdirections given by stockholders, unless revoked prior to furnish proxy materials to their stockholders over the Internet, we have sent stockholderscompletion of recordvoting at the close of business on March 16, 2018 a Notice of Internet Availability of Proxy Materials on or about March 28, 2018. The notice contains instructions on how to access our proxy statement and annual report and vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in this notice and in the attached proxy statement.Annual Meeting.

TABLE OF CONTENTSTable of Contents

HILTON GRAND VACATIONS INC.

2021 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

The Board of Directors (the “Board”) of Hilton Grand Vacations Inc. (the “Company” or “HGV”) is providing you with this Proxy Statement relating to the 2021 Annual Meeting of Stockholders of Hilton Grand Vacations Inc. (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 5, 2021, at 8:30 a.m., Eastern Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/HGV2021, where you will be able to listen to the meeting live, submit questions and vote online.

We began mailing a Notice Regarding Internet Availability of Proxy Materials on March 26, 2021 containing instructions on how to access this Proxy Statement and our annual report online. We also began mailing a full set of proxy materials to stockholders who had previously requested delivery of a printed copy of the proxy materials.

Only owners of record of shares of common stock of the Company as of the close of business on March 12, 2021, the record date, are entitled to notice of, and to vote at, the Annual Meeting or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of HGV common stock held by such stockholder. On March 12, 2021, there were 85,528,444 shares of the Company’s common stock issued and outstanding.

The mailing address of our principal office is Hilton Grand Vacations Inc., 6355 MetroWest Boulevard, Suite 180, Orlando, Florida 32835.

ROADMAP OF VOTING MATTERS

Important Notice Regarding the Availability of Proxy Materials

For the Annual Meeting to be Held on May 5, 2021

The Proxy Statement and annual report to stockholders and instructions to vote online, by telephone, or by mail are available at www.proxyvote.com and on our website at investors.hgv.com under the “Financials” heading.

OURSPIN-OFF FROM HILTONSUMMARY OF VOTING INFORMATION

Historically, Hilton Grand Vacations Inc. operated as a wholly-owned subsidiaryIt is very important that your views be represented, and your shares be counted. Please carefully review the proxy materials for the Annual Meeting and follow the instructions below to cast your vote on all voting matters. Stockholders with additional questions about voting their shares should contact our proxy solicitor, Okapi Partners LLC, at (888) 785-6707 or by email to info@okapipartners.com.

HOW TO VOTE

Please vote using one of Hilton Worldwide Holdings Inc.the following voting methods. Be sure to have your proxy card or voting instruction form or your Notice of Internet Availability of Proxy Materials in hand and its subsidiaries (“Hilton”). In 2016,follow the board of directors of Hilton approved a plan to separate Hilton into three independent, publicly traded companies. Under this plan, Hilton executed aspin-off of Hilton Grand Vacations Inc. and its consolidated subsidiaries (referred to in this proxy statement asthe “spin-off”), as well as aspin-off of Park Hotels & Resorts Inc. (“Park”), both of which were effective as of January 3, 2017. On January 3, 2017, our outstanding shares of common stock were converted into 98,802,597 shares of common stock, all of which were distributed by Hilton to its stockholders, and our common stock began “regular way” trading on the NYSE on January 4, 2017. Followingthe spin-off, Hilton Grand Vacations Inc., Park and Hilton operate independently, although we have entered into certain material agreements with Hilton and Park in connection withthe spin-off. See “Transactions With Related Persons—Agreements with Former Affiliates Related tothe Spin-Off” beginning on page 47 for a description of these agreements. See the full agreements, filed with the Securities and Exchange Commission (“SEC”)as exhibits to our periodic reports, for additional details.instructions.

Except where the context requires otherwise, references in this proxy statement to “the Company,” “Hilton Grand Vacations,” “HGV,” “we,” “us” and “our” refer to Hilton Grand Vacations Inc. (as a separate entity for periods after January 3, 2017, and as a wholly-owned subsidiary of Hilton for periods prior to January 3, 2017).

RECORD OWNERS * (your shares are registered on the books of the Company)				BENEFICIAL OWNERS * (your shares are held by a broker or other financial institution)
		Via the Internet Visit www.proxyvote.com				Via the Internet † Visit www.proxyvote.com
		By phone Call 1-800-690-6903 or the telephone number on your proxy card				By phone † Call 1-800-454-8683 or the telephone number on your voting instruction form
		By mail Sign, date and return your proxy card				By mail Sign, date and return your voting instruction form

IMPORTANT INFORMATION REGARDING SHARES HELD IN STREET NAMEDEADLINES

If your shares are held in “street name” on your behalf by a broker, bank or other nominee, you should have received information from your broker requesting that you instruct your broker as to the voting of your shares. Under current NYSE interpretations, Proposal Nos. 1 and 3 are considerednon-discretionary matters, and your broker will lack the authority to vote uninstructed shares at its discretion on such proposals. Proposal No. 2 is considered a discretionary matter, and your broker will be permitted, but not required, to exercise its discretion to vote uninstructed shares on the proposal.It is important that you provide voting instructions to your broker so that your vote is counted.

HOW TO REVOKE A PROXY AND CHANGE YOUR VOTE

NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted by the “notice and access” rules of the U.S. Securities and Exchange Commission (“SEC”), on or about March 26, 2021, we mailed a “Notice Regarding Internet Availability of Proxy Materials” (the “notice”) to our stockholders of record at the close of business on March 12, 2021 (other than those who previously requested a printed set of proxy materials). The notice provides instructions on how to access our proxy materials on the Internet, and how to vote online or by mail. To view our proxy materials online, go to www.proxyvote.com. This process expedites delivery of the proxy materials to our stockholders, and helps us contribute to fiscally, socially and environmentally responsible practices.

If you received a Notice Regarding Internet Availability of Proxy Materials by mail, you will not receive a paper copy of the proxy materials in the mail, unless you make a request for a printed copy. To receive a printed copy of the proxy materials, you can choose one of the following methods to make your request:

Online: Go to www.proxyvote.com; or

Phone: Call at 1-800-579-1639.

You will need the 16-digit number that is printed on your notice when accessing the proxy materials online or requesting a paper copy of the proxy materials. To facilitate timely delivery, all request for paper copies must be received no later than April 21, 2021. For additional information, see Question 20 on page 67.

ELECTRONIC DELIVERY OF PROXY MATERIALS

As an alternative to receiving a Notice Regarding Internet Availability of Proxy Materials or printed proxy materials by mail, record owners and most beneficial owners can elect to receive an email that will provide electronic links to these documents. To request electronic delivery of the proxy materials, send a blank email to: sendmaterial@proxyvote.com. In the subject line of the email, provide the 16-digit number printed on your notice. You will receive an email with electronic links to the proxy materials and the proxy voting site. Opting to receive all proxy correspondences and proxy materials by email will save the Company the cost of producing and mailing documents, and it will also give you an electronic link directly to the proxy voting site.

THANK YOU FOR VOTING

STOCKHOLDER ENGAGEMENT

Our Board and management believe that stockholder accountability is critical to our success, and we actively seek our stockholders’ input and perspectives on Company policies and practices. To encourage meaningful communication and cultivate value-added relationships with our stockholders, we instituted a stockholder engagement program after our spin-off from Hilton. Our stockholder engagement program is led by our senior management and overseen by our Board, and in 2020 included the following:

We listen carefully to your viewpoints. Our Board takes your perspectives and concerns into consideration in the boardroom. Our senior leadership is cognizant of stockholders’ perspectives in connection with strategic decisions. In addition, HGV has instituted a number of complementary mechanisms that allow our stockholders to effectively communicate with and provide input and feedback to the Board, including:

As a result of our ongoing engagement with stockholders, we have implemented the following corporate governance and compensation practices and policies, and continue to follow such practices and policies:

PROPOSAL NO. 11:

ELECTION OF DIRECTORS

Our Board of Directors (the “Board” or “Board of Directors”) has considered and nominated the following persons (the “director“Director nominees” or the “nominees”) for aone-year term expiring at the 20192022 annual meeting of stockholders, or until his or her successor is duly elected and qualified:

Each Director nominee is currently a director of HGV and each has consented to serve if elected.

Action will be taken at the Annual Meeting for the election of thesethe Director nominees. Each of the nominees is currently a director of HGV.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement, as filed with the SEC, intend to vote the proxies held by them for“FOR” the election of the directorDirector nominees. Each of the nominees has consented to serve if elected. If any of the Director nominees ceases to be a candidate for election at the time of the Annual Meeting, (a contingency that the Board does not expectproxies received with voting instructions with respect to occur),any such proxiesDirector nominee may be disregarded or may be voted by the proxyholders in accordance with the recommendation of the Board.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 20182021

The following information describes the offices held, other business directorships and the termperiods of service of each director nomineeDirector nominee. Each of the Director nominees is currently serving as a member of March 16, 2018.the Board with a term expiring at the Annual Meeting. Beneficial ownership of equity securities of the directorDirector nominees is shown under “Ownership of Securities” on page 45.60.

Mark D. Wang

Mark D. Wang, 60,63, has served as a Director since May 2016, and he has served as our President and Chief Executive Officer since our spin-off from Hilton Worldwide Inc. (“Hilton Worldwide”) in January 2017. Mr. Wang has served as a Director since May 2016. FromPrior to the spin-off, from March 2008 through December 2016, Mr. Wang served as Executive Vice President and President of Hilton Grand Vacations, fora wholly-owned subsidiary of Hilton prior tothe spin-off,Worldwide, overseeing all of Hilton’sHilton Worldwide’s global timeshare operations; and prior tobefore such appointment,position, Mr. Wang was head of HGV Asia for Hilton.Hilton Worldwide. He first joined Hilton Worldwide in 1999, as the managing director of Hawaii and Asia Pacific; and he has held a series of senior management positions within HGV. During Mr. Wang’s time as president of HGV, he also served as executive vice president of Hilton’sHilton Worldwide’s executive committee; and held a dual role as president of Global Sales for Hilton’sHilton Worldwide’s hotel division from 2013 to 2014. Mr. Wang led Hilton’s Asia-Pacific Islander Team Member Resource Group. Under Mr. Wang’s leadership, HGV has experienced nine years of consecutivesustained growth; and he transformed the business into a capital-efficient model. With over 35 years of industry experience, Mr. Wang has earned a reputation as an innovator who brought new, highly-effective sales and marketing techniques to the timeshare industry. In 1987, he introduced the U.S. vacation ownership product to the Japanese market. Prior to joining HGV, Mr. Wangco-founded three independent timeshare companies, where he served as president and chief operating officer of each. Mr. Wang currently serves as the 2017-2019 chairman ofon the board of directors of the American Resort Development Association (“ARDA”). He has been a member of ARDA’s board of directors and served on ARDA’s executive committee since 2008.2008 and served as the chairman of the board from 2017-2019. Mr. Wang served as the vice chairperson of ARDA-Hawaii, an ARDA State Legislative Committee, for six years.

Qualifications, Attributes, Skills, and ExperienceExperience:: Mr. Wang’s knowledge of and extensive experience in senior leadership roles in the timeshare industry provides the Board of Directors with valuable industry-specific knowledge and expertise. In addition, Mr. Wang’s current role as our president and chief executive officer brings management perspective to Board deliberations and provides valuable context with regard today-to-day operations.

Leonard A. Potter

Leonard A. Potter, 56,59, has served as the ChairmanChairperson of our Board of Directors since January 2017. Mr. Potter founded Wildcat Capital Management, LLC, a registered investment advisor (“Wildcat”) in September 2011 and has served as its president and chief investment officer since inception. Mr. Potter has also served as chief executive officer(i) Non-Executive Chairman of Infinity Q Capital Management, a registered investment advisor, as of 2020 after having served as chief executive officer since its inception in 2014.2014, and (ii) as a founder and senior managing director of Vida Ventures, a biotech venture fund, since its inception in 2017. From 2002 through 2009, Mr. Potter was managing director—private equity at Soros Fund Management LLC (“SFM”) where, from May 2005 through July 2009, he served asco-head of its private equity group and as a member of the private equity investment committee. From July 2009 until September 2011, Mr. Potter served as a consultant to SFM, and as chief investment officer of Salt Creek Hospitality, a private acquirer and owner of hospitality-related assets, which was backed by SFM. From September 1998 until joining SFM in 2002, Mr. Potter was a managing director of Alpine Consolidated LLC, a private merchant bank. From April 1996 through September 1998, Mr. Potter founded and served as a managing director of Capstone Partners LLC, a private merchant bank (“Capstone”). Prior to founding Capstone, Mr. Potter was an attorney specializing in mergers, acquisitions, corporate governance and corporation finance at Morgan, Lewis & Bockius LLP, and at Willkie Farr & Gallagher LLP. Mr. Potter has served and continues to serve as a director on a number of boards of public and private companies, including Solar Capital Ltd. (NASDAQ: SLRC), Solar Senior Capital Ltd. (NASDAQ: SUNS) and GSVSutter Rock Capital Corporation (NASDAQ: GSVC)SSSS). Mr. Potter has prior board experience in the hospitality and vacation ownership industries, having served on the board of directors of Hilton Worldwide from 2008 through 2013, and on the board of directors of Diamond Resorts International, LLC from 2007 through 2010. Mr. Potter received a Bachelor of Arts degree from Brandeis University and a Juris Doctor degree from Fordham University School of Law.

Qualifications, Attributes, Skills, and ExperienceExperience: : Mr. Potter’s experience as an attorney in the fields of securities law, corporation finance, corporate governance and mergers and acquisitions providesbrings valuable knowledge and insight to the Board of Directors on regulatory, risk management and business transactions matters. Further, Mr. Potter’s tenure in venture capital, private equity and other investment services activities, and his service on the boards of directors of several public and private companies, including companies in the hospitality and vacation ownership industry, bring capital markets and industry-specific knowledge and expertise to our Board of Directors.

Brenda J. Bacon

Brenda J. Bacon, 67,70, has served as a Director since January 2017. Ms. Bacon is the president and chief executive officer of Brandywine Senior Living, Inc. (“Brandywine”), which sheco-founded in 1996. Ms. Bacon served as chief of management and planning, a cabinet-level position, under New Jersey Governor James J. Florio from 1989 to 1993. During President Clinton’s first term, Ms. Bacon was on loan to the Presidential Transition Team, asco-chair for the transition of the Department of Health and Human Services. Ms. Bacon is a former board member and the immediate past chairman of the board of directors of Argentum (formerly, the Assisted Living Federation of America), where she advocatesadvocated on behalf of the senior living business and the families they serve.serve and is the current board chair of the senior living certification committee. Ms. Bacon is an independent director of FTI Consulting, Inc. (NYSE: FCN), an independent global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes, and serves as chair of FTI’s nominating and governance committee and is a member of its compensation committee. In 2013, New Jersey Governor Chris Christie appointed Ms. Bacon to the board of trustees of Rowan University.University where she serves as chair of the risk management committee and is a member of the university advancement committee. In 2017, Ms. Bacon was honored with the Virtua Health Humanitarian Award of the Year. Ms. Bacon received her undergraduate degree from Hampton University, and hershe holds a Master of Business Administration degree from Thethe Wharton School of the University of Pennsylvania.

Qualifications, Attributes, Skills, and ExperienceExperience: : Ms. Bacon’s organizational and management skills acquired through her career, includingco-founding Brandywine Senior Living, Inc., bring extensive financial expertise and a distinctive and entrepreneurial approach to the Board of Directors.

David W. Johnson

David W. Johnson, 56,59, has served as a Director since January 2017. Mr. Johnson has served as president and chief executive officer of Aimbridge Hospitality (“Aimbridge”) since April 2003, and currently oversees the management of Aimbridge’s portfolio of over 650850 hotels having approximately $4$5 billion in annual revenue and over 26,00032,000 employees. Through his leadership, Aimbridge is recognized as one of the premier hotel management companies

Keurig Dr. Pepper, Inc. where she is a member of the Audit Committee (NYSE: KDP), and Dr Pepper Snapple Group,ACI Worldwide, Inc. (NYSE: DPS)where she chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee (NASDQ: ACIW), and served on the boards of directors of Molson Coors Brewing Company from 1996 to 2009, Pegasus Solutions, Inc. from 2002 to 2006 and Paymentech, Inc. from 1995 to 1999. Ms. Patsley received her Bachelor of Business Administration in Accountingaccounting from the University of Missouri.

Qualifications, Attributes, Skills and ExperienceExperience: : Ms. Patsley brings to our Board of Directors her extensive leadership experience as a chairman and chief executive officer, chief financial officer and other executive level positions in public companies, financial acumen and risk management experience developed through her experience in public accounting and her chief executive officer and chief financial officer experience, and extensive public company board experience.

Paul W. Whetsell

Paul W. Whetsell, 67,70, has served as a Director since January 2017. Currently, Mr. Whetsell is the chief executive officer of Capstar Hotel Company, which primarily serves as an advisor to hospitality investors and operators and

THE BOARD OF DIRECTORS ANDCORPORATE GOVERNANCE

CERTAIN GOVERNANCEAND BOARD MATTERS

Our Board manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. Our Board has a majority of independent directors, and each of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee is comprised solely of independent directors.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

BOARD SKILLS AND QUALIFICATIONS

Our Board believes that its effectiveness is enhanced by directors with a broad range of backgrounds and viewpoints that reflect the diversity of our company, owners, guests, team members and business. While our Board does not maintain a formal diversity policy, as part of periodically evaluating its composition, our Board evaluates its diversity and the extent to which a director’s particular background, expertise and experience will complement those of other directors. The Board specifically considers diversity of race and ethnicity when evaluating the diversity of its members or potential members. Currently, approximately 28% of the board is racially or ethnically diverse.We believe that the current composition of our Board provides a complementary mix of skills, experience and backgrounds that are important in governing our company. Our Board will continue to evaluate its composition on a periodic basis to ensure it reflects the appropriate mix of the foregoing and other factors.

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

At HGV, we pride ourselves on providing our owners and guests with unparalleled levels of service and unforgettable vacation experiences, and our team members with incredible opportunities for growth in our HGV family. It’s a natural extension of this mission to be good stewards of the environment both in and around our resorts, as well as to be responsible to the communities where we work and travel. These tenets are at the core of our commitment to all of our stakeholders—including our stockholders, owners, guests and team members. We maintain governance practices and policies in line with the expectations of our stockholders, and actively engage with them to hear their voices on our business, as well as the environmental, social and governance (“ESG”) issues that are important to them. For additional discussion on our stockholder engagement, please see “Stockholder Engagement” above.

Through HGV Serves—our corporate social responsibility (“CSR”) platform—and other initiatives, we continue to create meaningful impacts in the communities we serve and beyond.

Environment

We continue to look for more ways to reduce our environmental impact specifically focused on energy consumption, CO2 emissions, waste and water consumption. Some of our key initiatives and engagements include:

Our commitment to making a positive environmental impact is not just limited to the United States but extends to other parts of the world where our team members live and work. For example, our team members in Osaka, Japan participated in the 12th Nakanoshima West Cleanup where they assisted in cleaning the paths along the Dojima river, a landmark in Osaka. Each of us—including our owners and guests and team members—is a global citizen.

Our dedication to being environmentally friendly extends to how we communicate with our owners and guests, including our decision this year to distribute our Club Traveler magazine exclusively in a digital format. This is one of the many ways we are working to protect the environment in which we live and travel. Moving from a printed to fully digital format translates to:

Social Responsibility

Community Involvement

Service has always been at the heart of HGV. We serve customers. We serve communities. We serve each other. And we serve inspiration. We are committed to acting responsibly and making a positive difference in the communities where we are located. Through HGV Serves—our corporate social responsibility (“CSR”) platform—and other initiatives, we continue to create meaningful impacts in the communities we serve and beyond.

HGV Serves supports four philanthropic areas: disaster relief, homelessness, veterans and youth development. Together, our company and our team members share time, talent and resources to create meaningful impacts in our communities across the globe.

Disaster Relief: We share resources in the places our team members and owners work and live that have been affected by disasters.

Homelessness: We take our service to the streets to help the homeless find shelter and improve their wellbeing.

Veterans: Since part of our vision is to go further, we feel a strong commitment to sharing our resources with those who have served in the U.S. armed forces.

Youth Development: With our spirit of service leading the way, we offer help, hope and compassion to children facing adversity. In 2020, HGV launched its national partnership with Junior Achievement USA to support this pillar.

We understand that any organization’s philanthropic mission starts with its company leaders. Our senior management team is passionate about our company playing an essential role in addressing significant ESG issues. In addition, our directors are not only accomplished business leaders in their respective fields, but they pursue significant personal philanthropic causes that are of critical importance to our communities, such as serving as a board member on the Cystic Fibrosis Foundation, Eastlake Foundation, Juvenile Diabetes Research Foundation and Boys & Girls Clubs of America, to name a few. Our board members bring their personal passion and commitment to help ensure that we actively tackle important causes as part of our business and in pursuit of our stockholders’ best interests.

Health, Safety and Wellness

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our team members. We offer a suite of benefit and wellness programs to support the diverse needs of our team members, including but not limited to: medical, dental, vision, Employee Stock Purchase Plan, 401(K), Employee Assistance Program, tuition reimbursement, spending accounts, life and disability insurance, discount programs, and a variety of voluntary benefits. Seventy five percent of our team members are enrolled in our health and well-being programs.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our team members, as well as the communities in which we operate, and which we comply with government regulations. This includes having the vast majority of our team members work from home, while implementing additional safety measures for team members continuing critical on-site work.

In May 2020, HGV also introduced its Enhanced Care Guidelines designed to provide owners, guests and team members with the highest level of cleaning protocols and safety standards in response to the COVID-19 pandemic. Rolled out across all HGV branded resorts and sales galleries, the Enhanced Care Guidelines incorporated the Hilton CleanStay program to include best practices and protocols as recommended by the Centers for Disease Control and Prevention (“CDC”) and cleaning solutions approved by the Environmental Protection Agency (“EPA”).

Human Capital, Diversity and Inclusion

For more than 25 years, we have created and delivered vacation experiences for guests from around the world. Our people-first talent strategy is inclusive of programs and services which are designed to ensure that our team members feel engaged, appreciated and rewarded for their contributions. We focus on hiring practices that are reflective of our values and seek customer-centric individuals that embody a spirit of service towards our owners, guests and fellow team members. We believe hiring people with different backgrounds, cultures and perspectives leads to increased creativity and innovation. We are committed to connecting with and engaging talent from

diverse backgrounds to ensure our team member population is reflective of the communities in which we live and work. Using a multi-channel approach, we grow our talent network through a variety of outreach programs that include targeted media, team member referrals and diversity outreach. As of December 31, 2020, more than 6,700, including furloughed team members, were employed at our timeshare resorts, call centers and corporate locations around the world.

We focus on employee retention initiatives, and have designed purposeful programs to nourish every aspect of the team member experience. These programs reward and highlight milestones, recognize the exceptional service standards of our diverse team member population, and promote our values. Additionally, we make it a priority to appreciate and recognize team member milestones throughout their journey with HGV. From the first 90 days through their retirement, we offer flexible recognition programs that support leaders to create meaningful and impactful moments for their teams.

We are committed to an inclusive workforce that fully represents many different cultures, backgrounds and viewpoints. Our Team Member Resource Groups (“TMRGs”), which are voluntary, employee-led groups, play an integral part in our culture of inclusion as we strive to foster openness, integrity and respect. We currently have six TMRGs: African American, Asia Pacific Islander, Hispanic Latino, LGBTQ & Friends, Military and Women’s. Each group is sponsored by a senior executive who provides leadership and helps drives initiatives across the business. In addition, we believe that multiple perspectives generate better solutions and relatability with our diverse base of customers and consumers. We strike to ensure a common inclusion that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our annual engagement survey and ongoing discussions with our TMRGs.

Currently, nearly 50% of our executives who are partysenior vice presidents or above are women or identify as being a member of a minority group. In addition, our CEO, Mark Wang and two out of our seven directors are women or identify as minorities. As a company goal, we will continue to stockholders agreements with certain affiliateslook to achieve diverse representation among our leaders. We are proud of The Blackstone Group L.P. (“Blackstone”)our efforts to date and certain affiliateswill continue to focus on generating input from a broad set of HNA Tourism Group Co., Ltd. (“HNA”) pursuantviewpoints.

Through a variety of delivery methods, we offer over 1,000 training and development courses to which HNA and Blackstone have the right to nominate designees to our Board. On March 19, 2018, HNA disposed of all of our common stock that it held, resulting in the terminationteam members focused on variety of its designation rights. Accordingly, twocore competencies, including: leadership, diversity and inclusion, skills training, business acumen, culture and personal growth. In 2020, team members completed approximately 65,000 total training hours, with over 8,200 hours specifically dedicated to compliance training.

As of December 31, 2020, 11 percent of our employees were covered by various collective bargaining agreements, generally addressing pay rates, working hours, other terms and conditions of employment, certain employee benefits and orderly settlement of labor disputes.

Governance

For a detailed description of our governance policies and procedures, please see the discussion elsewhere in this “Corporate Governance and Board of Directors who were previously designated by HNA, Yasheng Huang and Kenneth Tai Lun Wong, resigned effective March 19, 2018. We are also party to a similar agreement with Blackstone. During 2017, Blackstone disposed of substantiallyMatters” section.

Recognitions

Our efforts across all of the sharesareas described in this section above have resulted in the following key recognitions for our Company and team members:

Ultimately, our commitment to these ESG initiatives and making this mission a part of our common stock that it held, resulting in the terminationoverall corporate culture is not borne out of its designation rights. One membera desire to be recognized or rewarded. Instead, it’s simply our identity and a reflection of our current Board of Directors, Kenneth Caplan, was designated by Blackstone pursuantcommitment to thecontinue to do our part as a responsible global corporate citizen. We will continue to engage in our holistic ESG practices to better serve our owners and guests, team members, communities, stockholders agreement. Mr. Caplan is not standing forre-election in 2018. We reduced the size of our Board of Directors to eight in connection with the resignations of Messrs. Huang and Wong, and we intend to reduce the size of our Board of Directors to seven, effective as of the conclusion of the current term. See “Transactions with Related Persons—Agreements with Certain Stockholders” for additional information.other stakeholders.

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under our Corporate Governance Guidelines and NYSENew York Stock Exchange (“NYSE”) rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. The director also must meet the bright-line test for independence set forth by the NYSE rules.

Our According to our Corporate Governance Guidelines, define “independence”a director is “independent” if in the judgment of the Board, the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such a relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Chief Executive Officer positions is appropriate corporate governance for us at this time. Accordingly, the Chief Executive Officer position is separate from the Chairperson position. Mr. Potter serves as Chairman,Chairperson of the Board, while Mr. Wang serves as our President and Chief Executive Officer and President.Officer. Our Board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances.

Additionally, Mr. Potter’s attention to Board and committee matters allows Mr. Wang to focus more specifically on overseeing the Company’sday-to-day operations, as well as strategic opportunities and planning. Our Chairperson serves as Presiding Independent Directorpresiding independent director unless the Chairperson does not qualify as an independent director, in which case the independent directors will select a Presiding Independent Director.presiding independent director. The Presiding Independent Director’spresiding independent director’s duties are set forth in our Corporate Governance Guidelines and include chairing the executive sessions ofnon-management and independent directors, providing guidance with respect to compliance with the Corporate Governance Guidelines, reviewing Board and committee meeting agenda, and serving as anon-exclusive liaison among the independent directors and other Board members.members and communicating with major shareholders.

BOARD COMMITTEES

COMMITTEE MEMBERSHIP AND MEETINGSCommittee Membership and Meetings

The following table summarizes the current membership of each of the Board’s committees.

We expect allour directors to attend all meetings of the Board, all meetings of the committees of which they are members, and anyall meetings of stockholders. All of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2020. In addition, all of our directors attended the virtual 2020 annual meeting of stockholders.

The following table sets forth the number of meetings held by the Board and each committee during the year ended December 31, 2017. All of our directors attended at least 75% of the

particular. Our Board also has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that Ms. Patsley qualifies as an “audit committee financial expert” as defined by applicable SEC regulations and has accounting and/or related financial management expertise as required by the listing standards of the NYSE.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found on our website at www.hgv.com investors.hgv.com under Investors—See More Documents—the “Investors—Governance—Governance Documents—Documents” heading. The duties and responsibilities of the Audit Committee Charter, and include, among others:

On behalf of the Board, the Audit Committee plays a key role in the oversight of our risk management policies and procedures. See “Oversight of Risk Management.”

With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report onForm 10-K, orour Quarterly Reports on Form 10-Q, and other public filings in accordance with applicable rules and regulations of the SEC.

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis for inclusion in our annual proxy statementProxy Statement and Annual Report onForm 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more of our officers the authority to make awards to employees other than any Section 16 officer under our incentive compensation or other equity-based plan, subject to compliance with the plan and the laws of our state of jurisdiction.

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee has engaged the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”Meyer’) as its independent outside compensation consultant.

consultant to perform analyses, and provide advice related to the Company’s executive and outside director compensation programs. All executive compensation services provided by Pearl Meyer have beenduring 2020 were conducted under the direction or authority of the Compensation Committee, and all work performed by Pearl Meyer waspre-approved by the Compensation Committee.

The Compensation Committee evaluated whether any services proposed to be performed during 2020 by Pearl Meyer raised any conflict of interest and determined that it did not. Neither Pearl Meyer nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee evaluated whether any work provided by Pearl Meyer raised any conflict of interest for services proposed to be performed during 2017 and determined that it did not.

OVERSIGHT OF RISK MANAGEMENT

The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executive management of risks relevant to the Company. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks but also understanding what level of risk is appropriate for the Company. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for the Company. While the full Board has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, which take the lead in discrete areas of risk oversight and regularly report to the Board.

The Audit Committee assists the Board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements and our enterprise risk management program. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. The Audit Committee also receives regular reports from our Chief Information Officer and other members of management, addressing the primary cyber security risks facing the Company, the steps management is taking to mitigate such risks, as well as changes to the Company’s cyber security risk profile and newly-identified risks.

The Compensation Committee assists the Board by overseeing and evaluating risks related to the Company’s compensation structure and compensation programs, including the formulation, administration and regulatory compliance with respect to compensation matters. The Nominating and Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, succession planning and corporate governance. In addition, our Board receives periodic detailed operating performance reviews from management. Management updates the Audit Committee on a quarterly basis and the full Board on an annual basis and as needed.

met in a private session an aggregate of at least once at each at each of its four regularly scheduled board meetings. As long as the Chairman of the Board qualifiesMr. Potter continues to qualify as an independent director, the ChairmanHe presides over executive sessions and meetingmeetings of independent directors. In other cases,If Mr. Potter is not available and cannot preside over executive sessions, the non-management andor independent directors, as applicable, will select a Presiding Independent Directorpresiding independent director who will preside at such sessions.

BOARD AND COMMITTEE EVALUATIONS

Each of theThe Board and its committees conductseach committee conduct an annual self-evaluation to assess the effectiveness and performance of both the applicable governing body and the performance of its members in accordance with our corporate governance guidelinesCorporate Governance Guidelines and each committee charter. These self-evaluations for the fiscal year ended 2020 were completed during the first quarter of 2018.in early 2021.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics and assist the Board in the exercise of its responsibilities. TheseEach committee of the Board is governed by a charter adopted by the Board. Our Corporate Governance Guidelines are reviewed from time to time by the Nominating and Corporate Governance Committee, and theeach committee charters arecharter is reviewed at least annually by the appropriate committee, and, tocommittee. To the extent deemed appropriate in light of emerging practices, our Corporate Governance Guidelines and committee charters will be revised accordingly, upon recommendation to and approval by the Board.

In May 2020, each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee reviewed its respective charter, and after such reviews, each committee approved certain modifications to formally reflect pro-stockholder corporate governance practices that the committees were already engaged in. For example, each committee charter was revised to require an annual review of its respective charters rather than being a discretionary item. Our Corporate Governance Guidelines, our Audit, Compensation, and Nominating and Corporate Governance Committee charters and other corporate governance information are available on our website at www.hgv.com investors.hgv.com under Investors—See More Documents—the “Investors—Governance—Governance Documents.Documents” heading. Any stockholder also may request themcopies in print, without charge, by contacting the Office of the Corporate Secretary atInvestor Relations, Hilton Grand Vacations Inc., 5323 MillenniaMillenia Lakes Blvd.,Boulevard, Suite 400, Orlando, Florida 32839.32839 or by email to IR@hgv.com.

CODE OF CONDUCT

WemaintainWe maintain a Code of Conduct that applies to all of our directors, officers and employees, including our Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officerchief executive officer, chief financial officer, and other senior financial officers.chief accounting officer, and directors. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets, and business conduct and fair dealing. This Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of RegulationS-K promulgated by the SEC and the listing standards of the NYSE. We willintend to disclose, within four business days, any substantive changes in or waivers of the Code of Conduct grantedor waivers from the Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officerofficers or controller, or persons performing similar functions,directors by posting such information onto our website at www.hgv.com under Investors—See More Documents, rather thaninvestors.hgv.com or by filing with the SEC a current report on Form8-K.8-K, In thein each case of a waiver for an executive officerif such disclosure is required by SEC or a director, the required disclosure also will be made available on our website within four business days of the date of such waiver.NYSE rules.

The Code of Conduct is available on our website at www.hgv.com investors.hgv.com under Investors—See More Documents—the “Investors—Governance—Governance Documents—Code of Conduct.Documents” heading. Any stockholder also may request a copy in print, without charge, by contacting the Office of the Corporate Secretary atInvestor Relations, Hilton Grand Vacations Inc., 5323 MillenniaMillenia Lakes Blvd.,Boulevard, Suite 400, Orlando, Florida 32839.32839 or by email to IR@hgv.com.

DIRECTOR NOMINATION PROCESS

The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence, and skills of potential candidates for election to the Board and recommends nominees for director to the Board for

election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate

including the chairperson of the Audit, Compensation, or Nominating and Corporate Governance Committees, or tothe non-management or independent directors as a group, may do so by addressing such communications or concerns to the Office of the Corporate Secretary, Hilton Grand Vacations Inc., 5323 Millenia Lakes Blvd.,Boulevard, Suite 400, Orlando, Florida 32839 or by email to secretary@hgv.com, who will forward such communication to the appropriate party.

COMPENSATION OF DIRECTORS

We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board. Our Compensation Committee reviewsnon-employee director compensation from time to time. OurMr. Wang, the sole employee directors and directors affiliated with Blackstone and HNAreceivedirector on the Board, receives no compensation for serving on the Board or committees thereof.Board.

exercise price), time-vesting restricted stock and RSU awards that have not yet vested, and shares held under a deferral or similar plan. Under this requirement,non-employee directors must retain 50% of HGV shares (i) resulting from the vesting or earning of equity awards, (ii) acquired in open market purchases, and (iii) already owned before becoming subject to the stock ownership policy, in each case until the ownership requirements are satisfied.Non-employee directors are expected to meet this ownership requirement within five years from the later

of (i) March 9, 2017 and (ii) the date he or she first becomes subject to the stock ownership policy. Declines in the stock price will not affect compliance with the stock ownership policy as long as eachnon-employee director continues to hold the number of shares held at the time compliance was initially achieved.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information regarding each of our current executive officers, as of March 16, 2018, other than Mr. Wang, whose biographical information is presented under “Nominees“Proposal No. 1: Election of Directors—Nominees for Election to the Board of Directors in 2018.2021.” Beneficial ownership of equity securities of certain of our executive officers is shown under “Ownership of Securities” below on page 45.60 of this Proxy Statement.

James E. MikolaichikPablo Brizi

James E. Mikolaichik,Pablo Brizi, 46, has served as HGV’s Executive Vice President and Chief FinancialHuman Resources Officer of HGV(“CHRO”) since August 2016. Previously,October 2020. Mr. Mikolaichik served in multiple roles at Manning & Napier Inc., an independent investment management firm, from 2011 through 2016. As chairman and president of Manning & Napier Fund Inc., from 2015 through 2016, Mr. Mikolaichik wasBrizi is responsible for all aspectsleading teams of highly experienced human resources professionals who provide strategic business partnerships and consultative talent services across the mutual fund company. Additionally, from 2011 through 2015,global business. His oversight as CHRO also includes talent management, compensation, benefits, recruitment, succession planning, learning and development, and general HR shared services. Mr. Brizi brings more than 25 years of human resources experience working with multinational organizations in the hospitality, technology, oil, manufacturing and private equity industries. Most recently, he served as chief financial officer of Manning & Napier Inc.,Chief Human Resources Officer for Bloomin’ Brands where he was responsibleoversaw global compensation, benefits, talent management, leadership development, corporate affairs and HR operations for all aspects of strategicapproximately 100,000 corporate and financial planning, monitoring performance metrics, financial reporting, internal audit, tax, corporate development and investor relations.restaurant Team Members. In addition, Mr. Mikolaichik served as executive vice presidentBrizi held a number of leadership positions with Avaya, including Vice President, Global Compensation and headBenefits, and Senior Director of strategyHR for the Americas. He also worked for NCR Corporation, Ford Motors Company, and Exxon Corporation in a variety of Old Mutual Asset Management from 2008 through 2011,HR and as its chief risk officer from 2004 through 2008.compensation and benefits leadership roles. Mr. Mikolaichik served in various capacities at Deloitte & Touche LLP, providing consulting, financial advisory, auditing and accounting services from 1993 through 2004. Mr. Mikolaichik earnedBrizi holds a bachelor’s degree in finance from Susquehanna UniversityUniversidad Argentina de la Empresa. In addition, he completed Cornell University’s Modern CHRO Role executive education program and holds a designation in 1993 and masters of business administration from Columbia University in 2001.Certified Compensation Professional through World-at-Work.

Charles R. Corbin

Charles R. Corbin, 61,64, has served as HGV’s Executive Vice President, and General Counsel and Secretary since November 2016. Before joining HGV, Mr. Corbin served at Hilton Worldwide for over 6 years, where he was named senior vice presidentSenior Vice President for dispute resolutionDispute Resolution and employmentEmployment and benefits.Benefits. Prior to joining Hilton Worldwide in 2010, Mr. Corbin served in a number of high-level legal roles, including vice president and assistant general counsel at Sunrise Senior Living, an assisted living facility operator, and group vice president at theThe Mills Corporation.Corporation, a developer, owner, and operating of large retail and entertainment centers and destinations. Mr. Corbin’s more than30-year legal and business career includes managing a venture capital firm and serving in a variety of roles as a business counselor, legal advisor, and investor. Mr. Corbin holds a bachelor’s degree in English with highest honors from The Citadel, and a jurisJuris doctorate from the University of Dayton School of Law.

Dennis A. DeLorenzo

Dennis A. DeLorenzo, 53,56, has served as ourHGV’s Executive Vice President since August 2017 and Chief Sales Officer since December 2016, overseeing all of our global sales operations and Hilton Club. Mr. DeLorenzo previously served as senior vice presidentour Senior Vice President of salesSales from January 2015 to December 2016, and as vice presidentVice President of marketing developmentMarketing Development from 2012 to January 2015. Mr. DeLorenzo is an industry veteran with more than 20 years of experience in timeshare sales and marketing leadership roles. He has a dynamic background, having performed in a number ofseveral leadership positions within HGV, and having served as senior vice president of marketing with Holiday Inn Club Vacations, as regional vice president of sales and marketing for Sunterra Corporation, and as director of marketing,Mid-Atlantic region, for Marriott Ownership Resorts, Inc.

Barbara L. HollkampGordon S. Gurnik

Barbara L. Hollkamp, 65,Gordon S. Gurnik, 57, has served as HGV’s Executive Vice President and Chief Human ResourcesOperating Officer since August 2016, after having servedDecember 2018, leading the Company’s Business Operations, Shared Services, New Product Development, Sales and Marketing—Asia, and Information Technology Services. Mr. Gurnik’s responsibilities at HGV include working in a dual role as senior vice president of human resourcespartnership with the executive team to coordinate business development, process implementation, and information technology deployment, and ensuring alignment with HGV’s strategic priorities for Hilton and HGV. Mrs. Hollkamp is responsible for overseeing teams of highly experienced human resources professionals providing strategic business partnerships and consultative talent services across the global business. Ms. Hollkamp’s oversight also includes talent management, compensation, benefits, recruitment, succession planning, learning and development, and general human resources shared services. Ms. Hollkamp joined Hilton in June 2004 as vice president before being appointed as senior vice president of human resources for Hilton. Her professional experience spans more than 30 years and is highlighted by strategic human resources management, organizational development, leadership development, and culture management. Mrs. Hollkamp earned a bachelor’s degree in organizational behavior from Rollins College in Florida.all new initiatives.

Prior to joining HGV, Mr. Gurnik served as president of RCI, a worldwide leader in vacation exchange and travel services and the largest exchange network in the world from December 2011 to November 2018. While at RCI, he was instrumental in advancing the company’s signature products while also leading RCI’s strategic direction, operations, and growth with over 3.8 million member-families and 4,300 vacation ownership resorts. He serves on the board of directors for Christel House International, a Allennon-profit organization that supports impoverished children throughout the world. Mr. Gurnik holds a bachelor’s degree in management from Purdue University.

Daniel J. KlingsickMathewes

AllenDaniel J. Klingsick, 40,Mathewes, 46, has served as our SeniorHGV’s Executive Vice President and Chief AccountingFinancial Officer since November 2018. Mr. Mathewes is responsible for leading teams of highly skilled finance professionals who develop and implement corporate and financial strategies across our global business. He leads the finance, accounting, portfolio, treasury, tax, and investor relations departments. Mr. Mathewes has more than 20 years of global finance, accounting, SEC reporting, investor relations and corporate experience with both public and private multi-national companies. He is known for working with operational management to successfully execute strategic goals while driving strong financial outcomes. Prior to joining HGV, sinceMr. Mathewes was the chief financial officer of Virgin Hotels North America, a hotel management company, from January 2017. Since February 2013,2016 to November 2018. Previously, Mr. Klingsick served in a variety of roles at Hilton and HGV, including most recently as Vice President—Accounting, HGV, and Senior Director of Accounting Research and Policy. His responsibilities at Hilton and HGV included oversight of timeshare accounting operations and global technical accounting matters. From 2011 through 2013, heMathewes served as Directorthe chief financial officer of Accountingthe World, Residences at Sea, a privately-owned yacht with 165 residences, from July 2014 to January 2016. He served as senior vice president of finance and Domestic Controller for LivingSocial, where he oversaw domestic accounting operations. From 2001 through 2011,treasury of Kerzner International Holdings Limited from September 2008 to July 2014, which operated the Atlantis resorts in Nassau and Dubai, the One&Only luxury hotels, and Mazagan Beach Resort in Morocco. Mr. Klingsick was employedMathewes also worked in variousmultiple financial leadership capacities with KPMG LLP in Kansas City, MissouriNCL Corporation (Norwegian Cruise Lines) and McLean, Virginia, where he performed public company audits, managed global audit engagement teams and provided training for KPMG associates nationally and internationally.Royal Caribbean Cruises Ltd. Mathewes began his career with PricewaterhouseCoopers. Mr. Klingsick is a Certified Public Accountant, and earned aMathewes graduated summa cum laude from Florida State University with bachelor’s degreedegrees in accounting in 2000 and a Masters in Professional Accountancy in 2001, both from University of Nebraska—Lincoln.economics.

Sherri A. Silver

Sherri A. Silver, 55,58, has served as ourHGV’s Executive Vice President and Chief Marketing Officer since August 2017, overseeing our global marketing operations. Ms. Silver brings more than 20 years of progressive, strategic marketing and business leadership experience in a variety of consumer segments and industries. From 2010 to August 2017, Ms. Silver served as chief marketing officer with Erie Insurance, a growing Fortune 500 insurer, where she led marketing, strategy, innovation, and customer experience. Earlier in her career, SherriMs. Silver was a senior vice president with JPMorgan Chase from 2002 to 2008, where she grew businesses by serving in multiple capacities, including chief marketing officer from 2005 to 2007 and general manager from 2007 to 2008 for partnership-oriented business units in the U.S. and Canada. SherriMs. Silver has a wide breadth of expertise and leadership experience focused on developing and executing integrated, consumer-focused growth strategies using data and technology to drive better outcomes. Ms. Silver holds an MBAa Master of Business Administration in Financefinance from Fordham University and a bachelor’s degree in marketing from the University of Massachusetts.

Stan R. Soroka

Stan R. Soroka, 58,61, has served as HGV’s Executive Vice President and Chief Customer Officer since January 2015. Mr. Soroka is responsible for all resort operations and theHGV’s Club program, as well as brand standards for resorts and the overall organization. From May 2010 to January 2015, Mr. Soroka served as Hilton’s area vice president for Florida and Hilton Grand Vacations Resort Operations; and in this dual capacity, he oversaw hotel operations for Hilton, Doubletree, Embassy Suites, and Waldorf Astoria properties throughout Florida, as well as the Conrad Miami. His responsibilities also included oversight of timeshare resort operation functions for HGV’s developed properties in Las Vegas, New York, Orlando, and South Beach, Miami. A second generationsecond-generation hotelier, Mr. Soroka has more than 3435 years of experience successfully operating renowned hotels and resorts. Prior to joining Hilton in 2005, he servedresorts including serving as managing director of the Waldorf Astoria El Conquistador ResortResorts and Las Casitas Village in Puerto Rico and previouslyfrom 2005 until 2010. Prior to joining Hilton Worldwide in 2005, Mr. Soroka held leadership roles at Oakbrook Hotels, at Vail Resorts Management, and at H.B.E. Hotels and Resorts. Mr. Soroka began his hospitality career with Hyatt Hotels Corporation in the stewarding department, where he quickly movingmoved up the ranks of food and

beverage, ranks before transitioning to front office operations and management. Mr. Soroka earned a Bachelor of Science degree in Hospitality Managementhospitality management from the Conrad N. Hilton College of Hotel and Restaurant Management at the University of Houston.

Matthew A. Sparks

Matthew Sparks, 60, has served as HGV’s Executive Vice President and Chief Development Officer since September 2020. In this role, Mr. Sparks is responsible for leading all aspects of the company’s development and acquisitions pipeline. He also manages and optimizes the HGV portfolio of assets as well as the company’s fee-for-service and joint venture relationships. Additionally, he oversees the design and construction group. Mr. Sparks has nearly 30 years of global development and acquisition experience in the hospitality industry. He has been active in all aspects of hospitality real estate and brand development including acquisitions, joint venture structuring, repositioning and new construction. Prior to HGV, Mr. Sparks served as Executive Vice President and Chief Investment Officer of Park Hotels & Resorts where he established and oversaw the company’s investment and acquisition strategy. Prior to his role at Park Hotels & Resorts, Mr. Sparks served as Hilton’s Senior Vice President, Luxury & Corporate Development, where he managed the company’s full service, corporate and luxury/lifestyle brand growth and development in North America. Previous roles include Senior Vice President of Acquisitions at Sage Hospitality Resources and senior development positions at Fairmont Raffles Hotels International. Mr. Sparks holds a bachelor’s degree from Michigan State University’s School of Hospitality Business and currently serves on the Alumni Board of Directors and The Real Estate Counsel for the program.

PROPOSAL NO. 22:

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDITORS OF THE COMPANY FOR THE 2021 FISCAL YEAR

The Audit Committee has approved the engagement of Ernst & Young LLP to perform the audit of the financial statements and internal control over financial reporting for the fiscal year ending December 31, 2018.2021.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders’ views on HGV’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of HGV and its stockholders.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

AUDIT ANDNON-AUDIT FEES

Ernst & Young LLP performed certain services for us in connection withthe spin-off, and has been our independent public accountants since our the spin-off from Hilton Worldwide, including for purposes of performing an audit of the financial statements included in HGV’s annual reportAnnual Report on Form10-K for the years ended December 31, 2017 and 2016.2020.

The following table presents fees for professional services rendered by Ernst & Young LLP for the audit of our financial statements for the fiscal years ended December 31, 20172020 and 20162019, and fees billed for other services rendered by Ernst & Young LLP for those periods. Prior tothe spin-off, we did not separately engage an independent public accountant. Ernst & Young LLP performed a separate audit of our operations as a wholly-owned subsidiary of Hilton, and performed certain other services related to us for Hilton for periods prior to the year ended December 31, 2016; however, fees associated those services were paid by Hilton and disclosed in Hilton’s proxy statements.

services provided by anyan independent registered public accounting firm prior to each engagement. These policies and procedures require that the Audit Committee be provided with sufficient information to allow it to identify the particular services beingpre-approved and to assess the impact of the proposed services on the independence of the registered public accounting firm.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDITORS OF THE COMPANY FOR 2018.THE 2021 FISCAL YEAR.

PROPOSAL NO. 33:

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an annual non-bindingadvisory vote to approve the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a“say-on-pay”say-on-pay vote)vote”).

StockholdersAt our 2017 annual meeting, HGV stockholders voted on an advisory basis to have a say-on-pay vote on an annual basis. In response to your input, our Board adopted a policy of including an advisory say-on-pay vote at each annual meeting of stockholders, until the next stockholder advisory vote on the frequency of future say-on-pay votes, which will occur no later than our 2023 annual meeting of stockholders.

Accordingly, stockholders are being asked to approve, on a non-binding basis, the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statementProxy Statement pursuant to the rules of the SEC, which includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables, is hereby APPROVED.”

At the 2020 annual meeting, HGV stockholders approved the compensation paid to our named executive officers, with approximately 96% of the votes cast in favor of the Company’s executive compensation.

In considering theirdeciding how to vote stockholders may wishon this proposal at the Annual Meeting, the Board encourages you to review with care theread information on our compensation policies and decisions regarding the named executive officers presented under “Compensation Discussion and Analysis” beginning on page 22,31, as well as the discussion regarding the Compensation Committee under “The“Corporate Governance and Board of Directors and Certain Governance Matters—Board Committees—Compensation Committee” beginning on page 10.

At our 2017Because your say-on-pay vote is advisory, it is not binding upon the Board; however, the Board values stockholders’ input, and the Compensation Committee will take into account the results of the 2021 say-on-pay vote when considering future executive compensation decisions.

The next advisory say-on-pay vote will occur at the annual meeting of stockholders our stockholders voted, on an advisory basis, to include asay-on-pay proposal in our proxy materials on an annual basis. In accordance with the advisory vote, we determined that we will include asay-on-pay proposal in our proxy materials for each annual meeting of stockholders until the next advisory vote on the frequency of futuresay-on-pay votes, which will occur no later than our 2023 annual meeting of stockholders.2022.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL

OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter, which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statementProxy Statement under the discussion of “The“Corporate Governance and Board of Directors and Certain Governance Matters—Board Committees—Audit Committee.” Under the Audit Committee charter, management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements and internal control over financial reporting of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communications with Audit Committee.” In addition, the Audit Committee received the written disclosures and the letters from the independent registered public accounting firm required by applicable rules of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in its Annual Report onForm 10-K for the fiscal year ended December 31, 2017,2020, filed with the SEC.

Submitted by the Audit Committee of the Board of Directors:

Pamela H. Patsley, Chair

Brenda J. Bacon

David W. Johnson

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and incorporated by reference into the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017.2020.

Submitted by the Compensation Committee of the Board of Directors:

Paul W. Whetsell, Chair

David W. Johnson

Mark H. Lazarus

COMPENSATION DISCUSSION AND ANALYSIS

(“CD&A”)

SPECIAL NOTE REGARDING THESPIN-OFF

Prior to the completion ofthe spin-off on January 3, 2017, we were a wholly-owned subsidiary of Hilton. This proxy statement discloses the compensation of our principal executive officer, principal financial officer and our three next highest compensated executive officers, based on compensation for the year ended December 31, 2017 (collectively, the “NEOs”). Information presented for periods prior tothe spin-off reflects the historical compensation philosophy, strategy, and program designed by Hilton and approved by the compensation committee of Hilton’s board of directors (the “Hilton Committee”), as well as the consideration of such factors as the Hilton Committee or management of Hilton determined were appropriate for an organization of Hilton’s size and complexity.

Equity-based awards granted prior to December 31, 2016 are presented on anas-converted basis to reflect those awards in terms of shares of HGV common stock instead of Hilton common stock. Hilton awards held by HGV employees as of January 3, 2017 were converted into awards that will settle in shares of HGV common stock and adjusted in a manner intended to preserve the intrinsic value of the award immediately following thespin-off. Each outstanding option to purchase shares of Hilton common stock, whether vested or unvested, was converted into an option to purchase shares of HGV common stock, on the same general terms and conditions as the Hilton stock option. Outstanding restricted stock units (“RSUs”) that would have settled in shares of Hilton common stock and that were subject to service-based vesting were converted into service-based RSUs (“Service RSUs”) that will settle in HGV common stock on the same general terms and conditions as the Hilton RSUs. Outstanding performance-vesting RSUs and restricted stock awards (collectively, “PSAs”) that would have settled in shares of Hilton common stock that were granted in 2015 and 2016 have been converted into Service RSUs or service-based restricted stock that will settle in shares of HGV common stock (the “Converted PSAs”). Subject to each such holder’s continued employment through the applicable vesting date, the Converted PSAs will vest on the date that the performance period applicable to the Converted PSAs prior to their conversion would have otherwise ended, and will settle in shares of HGV common stock. The service-vesting requirements in effect for each equity-based award remained unchanged, and HGV employees were given credit for service with Hilton prior to thespin-off and continued service with HGV after thespin-off.

OUR NAMED EXECUTIVE OFFICERS

Our NEOs, based on total compensation paid during the fiscal year ended December 31, 2017,2020, are set forth below.