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

AND2022 Proxy Statement

PROXY STATEMENTNotice of Annual Meeting of Stockholders

Wednesday, May 4, 2022

8:30 a.m., Eastern Time

Orlando, Florida

March 28, 201822, 2022

Dear Fellow Stockholder:

We are pleased to invite you to our 2018the 2022 Annual Meeting of Stockholders whichof Hilton Grand Vacations Inc. The Annual Meeting will be held on Thursday,Wednesday, May 10, 2018,4, 2022 at 8:30 a.m., PacificEastern Time at the Vdara HotelWaldorf Astoria Orlando, Broadway & Spa, 2600 West Harmon Avenue, Las Vegas, Nevada 89158.Carnegie Meeting Rooms, 14200 Bonnet Creek Resort Lane, Orlando, Florida 32821.

At the Annual Meeting, westockholders will be electing 7 members ofconsidering nine Director nominees for election to our Board of Directors.Directors, including two directors who have been appointed by affiliates of Apollo Global Management Inc. (“Apollo”) as part of the arrangement we entered into with Apollo in connection with our August 2021 acquisition of Diamond Resorts International Inc. (“Diamond”). 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 2022 fiscal year and ana non-binding advisory vote to approve the compensation of our named executive compensation.officers.

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 12.

Your vote is important to 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 71. 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 22, 2022 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 2022 and beyond.

Sincerely,

HILTON GRAND VACATIONS INC.

NOTICE OF 20182022 ANNUAL MEETING OF STOCKHOLDERS

We are pleased to invite you to join our Board of Directors and senior leadership at Hilton Grand Vacations Inc.’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”).

ITEMS OF BUSINESS

RECORD DATE

The Board of Directors set March 11, 2022 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 120,127,873 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 Secretary2022 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.

2022 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

The Board of Directors (the “Board”) of Hilton Grand Vacations Inc. (the “Company,” “HGV,” “we,” “our” or “us”) is providing you with this Proxy Statement relating to the 2022 Annual Meeting of Stockholders of Hilton Grand Vacations Inc. (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 4, 2022, at 8:30 a.m., Eastern Time, at the Waldorf Astoria Orlando, Broadway & Carnegie Meeting Rooms, 14200 Bonnet Creek Resort Lane, Orlando, Florida 32821.

We began mailing a Notice Regarding Internet Availability of Proxy Materials on March 22, 2022 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 11, 2022, 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 11, 2022, there were 120,127,873 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 4, 2022

This Proxy Statement and HGV’s annual report to stockholders and instructions to vote online, by telephone, or by mail are all 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.

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 22, 2022, we mailed a “Notice Regarding Internet Availability of Proxy Materials” (the “notice”) to our stockholders of record at the close of business on March 11, 2022 (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, by telephone 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;

Email: Send email to sendmaterial@proxyvote.com; or

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

You will need to provide 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 20, 2022.

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 our policies and practices. To encourage meaningful communication and cultivate value-added relationships with our stockholders, we have instituted a stockholder engagement program. Our stockholder engagement program is led by our senior management and overseen by our Board, and in 2021 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 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 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:

Messrs. Sambur and van Hoek were appointed to our Board effective as of August 2, 2021 in connection with the completion of our acquisition of Diamond (the “Acquisition”) pursuant to the terms of the Stockholders Agreement, dated as of August 2, 2021 (the “Apollo Stockholders Agreement”), by and among the Company, certain investment funds and vehicles managed by affiliates of Apollo (the “Apollo Investors”) and (for certain limited purposes) Hilton Worldwide Holdings Inc. (“Hilton Worldwide”). See “Transactions with Related Persons—Apollo Agreements” for an additional discussion of such director appointment rights and other terms of the Apollo Stockholders Agreement.

Each Director nominee is currently a director of HGV and each has consented to continue 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 director nominees. Eacheach of the nominees has consented to serve if elected.Director nominees. 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 20182022

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 underin the section titled “Ownership of Securities” on page 45.Securities.”

Mark D. Wang

Mark D. Wang, 60,64, has served as a Director since May 2016, and he has served as our President and Chief Executive Officer since the spin-off from 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-effectivehighly 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.

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, 56,60, has served as a Director since January 2017. Mr. Johnson has served as co-founder and managing director at Horizon Capital Partners LLC since September 2021. Before this, he served as president and chief executive officer of Aimbridge Hospitality since(“Aimbridge”) from April 2003 to September 2021 and currently overseesoversaw the management of Aimbridge’s portfolio of over 6501600 hotels having approximately $4$10 billion in annual revenue and over 26,00065,000 employees. Through his leadership, Aimbridge is recognized as one of the premier hotel management companies

Ms. Patsley currently serves on the boards of directors of Texas Instruments, Inc., where she chairs the Compensation Committee (NASDAQ: TXN), Keurig Dr. Pepper, Inc. where she is a member of the Audit Committee (NYSE: KDP), and Dr Pepper Snapple Group,Payoneer Global, Inc. (NYSE: DPS), andwhere she chairs the Audit Committee (NASDAQ: PAYO). She served on the boards of directors of ACI Worldwide, Inc. (NASDAQ: ACIW) from 2018 to 2021, 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.

David Sambur

David Sambur, 41, has served as a Director since August 2021 as a designee of the Apollo Investors. Mr. Sambur is the co-head of Apollo Private Equity, an affiliate of Apollo (“Apollo Private Equity”), where he oversees the Private Equity portfolio and has led numerous investments across technology, media, gaming, hospitality and travel. He currently serves on the board of directors of Rackspace Technology (NASDAQ: RXT), PlayAGS (NYSE: AGS) and Redbox Entertainment (NASDAQ: RDBX), and has served on the boards of directors of a number of private companies. Mr. Sambur previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Acquisition. Prior to joining Apollo in 2004, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the Emory College Dean’s Advisory Council, the Arbor Brothers Board, and is a member of the Mount Sinai Department of Medicine Advisory Board. He also co-leads the Apollo Pride Network. Mr. Sambur received a bachelors degree, summa cum laude, in economics from Emory University.

Qualifications, Attributes, Skills and Experience: Mr. Sambur brings to our board his skills of analyzing businesses and leading investments in companies across an array of industries. He is a seasoned private company and public company director.

Alex van Hoek

Alex van Hoek, 35, has served as a Director since August 2021 as a designee of the Apollo Investors. Mr. van Hoek is Partner at Apollo, focused on private equity investing in Europe in the diversified industrials, consumer and retail, and transport and logistics sectors. Mr. van Hoek previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Acquisition, and serves as a member of the board of directors of a private company. Mr. van Hoek is a member of the leadership committee of the Apollo Veterans Initiative. Prior to joining Apollo in 2010, Mr. van Hoek was a member of the Financial Sponsors group in the Global Banking department of Deutsche Bank Securities. Mr. van Hoek graduated, cum laude, with a dual BSE degree in Aerospace Engineering and Mechanical Engineering from Princeton University.

Qualifications, Attributes, Skills and Experience: Mr. van Hoek brings to our Board his expertise in financing, analyzing and advising companies through his experience at Apollo and service on private and public company boards of directors.

Paul W. Whetsell

Paul W. Whetsell, 67,71, 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

Thereafter, from April 2015 until July 2017, he served as the vice chairman of Loews. Prior to joining Loews, from 2009 to 2011, Mr. Whetsell served as a director of Virgin Hotels, providing strategic guidance in its operations and property acquisition activities. Previously, he held chairman and CEO positions at several industry veterans, including Interstate Hotels Corporation, and its predecessor, MeriStarMeristar Hospitality Corporation, MeriStar Hotels and Resorts, Inc.Corp (NYSE: MHX), and American General Hospitality,at the time the industry’s third largest REIT with over 110 hotels and $3 billion in assets,assets. He also was chairman and CEO of Interstate Hotels and Resorts (NYSE:IHR) one of the industry’s largest operators with over 150300 hotels under management. He is also the founder of the original Capstar Hotel Company, a third partythird-party manager of upscale hotel properties. Currently, Mr. Whetsell serves on the board of NVR, Inc. and Boyd Gaming Corporation.Corporation (NYSE: BYD). He also currently serves as Vice Chaira trustee of the Boardboard of Trusteestrustees of the Cystic Fibrosis Foundation.Foundation and has previously served as vice chair. From 2007 until May 2018, Mr. Whetsell served on the board of NVR. Inc. (NYSE:NVR). Mr. Whetsell was a member of the American Hotel & Lodging Association’s Industry Real Estate and Financing Advisory Council and previously served on the Boardboard of Governorsgovernors of the National Association of Real Estate Investment Trusts (NAREIT). Mr. Whetsell received his Bachelor’sbachelor’s degree from Davidson College.

Qualifications, Attributes, Skills, and Experience: Mr. Whetsell brings over 45 years of senior leadership experience in the hospitality industry to his role as a member of our Board of Directors, including his positions as a chief executive officer of a publicly-traded company, his public board service experience, his operational expertise, his real estate experience and his brand marketing expertise.

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

THE ELECTION OF ALLEACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

DIRECTORS NOT STANDING FORRE-ELECTION TO THE BOARD OF DIRECTORS IN 2018

Kenneth A. Caplan

Kenneth A. Caplan, 44, has served as a Director since January 2017. Prior tothe spin-off from Hilton, Mr. Caplan served on the board of directors of Hilton. Mr. Caplan joined The Blackstone Group in 1997 and is a senior managing director and global chief investment officer of Blackstone’s Real Estate Group. Previously, Mr. Caplan served as the Head of Real Estate Europe at Blackstone. Before joining Blackstone, Mr. Caplan worked for Lazard Frères & Co. in the real estate banking group. Mr. Caplan currently serves on the board of directors of Invitation Homes, Inc. (NYSE: INVH) and on the board of trustees of Prep for Prep. Mr. Caplan received his A.B. degree from Harvard College.

Qualifications, Attributes, Skills and Experience: Mr. Caplan’s experience as the global chief investment officer of Blackstone’s Real Estate Group provides the Board of Directors with insights into the real estate industry. Further, Mr. Caplan’s specific experience in Europe provides the Board of Directors with additional global experience and perspective.

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 gender, race and ethnicity when evaluating the diversity of its members or potential members. Currently, approximately 22% 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 opportunities for professional growth in their careers with us. It’s a natural extension of this mission to be good stewards of the environment both at our resorts and globally as well as within the communities where we live, work and vacation. These tenets are at the core of our commitment to our stakeholders, including our stockholders, owners, guests, team members and communities. We actively engage in dialogue with our stockholders on matters related to 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.

Environment

We continue to look for ways to reduce our environmental impact and are specifically focused on greenhouse gas emission management and natural resource management, including water consumption and reduction, waste management and reduction of and reuse of materials. We have eliminated the use of plastic straws at HGV-branded properties and continue to use environmentally efficient features and materials at our various new builds and renovations, including: motion-sensor light fixtures, low-flow toilets, Energy Star-rated appliances and recaptured heat from air conditioning to generate hot water. We have recycled more than 19,000 pounds of soap through our partnership with Clean the World, which has been recycled into over 100,000 bars of soap provided to vulnerable children and families. Additionally, HGV donated over 10,000 pounds of unused bottled amenities to those in need.

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. In Japan, our team members participated in beach clean-up efforts in Okinawa. In Hawaii, we embraced the Malama mindset where we care, protect and maintain island resources. Some key initiatives there include:

Our dedication to being environmentally responsible extends to how we communicate with our owners and guests, including our decision to distribute our Club Traveler magazine exclusively in a digital format the past two years. 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:

Less Paper Waste: Preventing nearly 350,000 pounds from ending up in landfills yearly

More Trees Saved: Approximately 2,600 annually

Fewer Greenhouse Gas Emissions: Approximately 1.2 million pounds of Co2 each year

Social Responsibility

Community Involvement

Service has always been at the heart of HGV. We serve customers. We serve communities. We serve each other. 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, the company and our team members share their time, talent and resources to create meaningful impacts in our communities across the globe.

Disaster Relief: We provide resources in the places our team members and owners work and live that have been affected by disasters. We have had a long-time partnership with the American Red Cross.

Homelessness: We take our service to the streets to help the homeless find shelter and improve their wellbeing. In 2021, we launched our national partnership with Habitat for Humanity International.

Veterans: We have a strong commitment to providing resources to those who have served in the U.S. armed forces. In 2021, we launched our national partnership with the United Service Organization, Inc. (USO).

Youth Development: With our spirit of service leading the way, we offer help, hope and compassion to children facing adversity.

We understand that any organization’s philanthropic mission starts with its company leaders. Our senior management team and board are passionate about HGV playing an essential role to support our local communities. HGV’s board members 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 on the boards of the Cystic Fibrosis Foundation, Eastlake Foundation, Juvenile Diabetes Research Foundation, and Boys & Girls Clubs of America, to name a few.

As a result of the 2021 acquisition of Diamond Resorts, HGV inherited the Diamond Resorts International Foundation. The foundation, which has now been renamed the Hilton Grand Vacations Foundation, is a recognized 501(c)(3) charity and supports the HGV Serves platform and other community initiatives.

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 benefits 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 addition, the Company’s commitment to its team members’ and guests’ health and safety continues to be paramount in its response to the evolving circumstances surrounding the COVID-19 pandemic. We continue to adapt our remote and onsite working policies to conform with current regulations and public health guidance. Many of our team members continue to work from home, but for those team members who are on site, we have implemented safety measures and protocols to protect their health and safety.

In May 2020, HGV undertook various safety measures, which were introduced in its Enhanced Care Guidelines, at HGV-branded resorts, sales galleries and offices. These measures included increased cleaning protocols and safety standards. 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 30 years, HGV has created and delivered vacation experiences for guests from around the world. Our people-first talent strategy is inclusive of programs and services that are designed to ensure that our team members feel engaged, appreciated and rewarded for their contributions.

To further our commitment to global diversity and inclusion efforts, in 2021, we hired our first Vice President of Diversity, Equity and Inclusion. The objective of her role is to lead the development of a comprehensive and forward-thinking DEI strategy to support HGV’s team members across the globe and expand the Company’s existing programs and processes related to DEI, community relations, recognition and culture.

HGV focuses 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 HGV talent network through a variety of outreach programs that include targeted media, team member referrals and diversity outreach. As of December 31, 2021, more than 13,000 Team Members were employed at our timeshare resorts, call centers, sales 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. In addition to the aforementioned, we are launching six additional groups: Disabilities, Environmental, Euro-Cultural, Multi-Cultural, Parenting & Caregivers, and Young Professionals. We measure success and prioritize initiatives across four main areas: Culture, Career, Community and Commerce.

Each group is sponsored by a senior executive who provides leadership and helps drive 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 strive to ensure a common inclusion that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing discussions with our TMRGs.

Over 43% of our executives who are partysenior vice presidents or above are women or identify as being a member of a racial or ethnic minority group. In addition, our president and CEO, Mark D. Wang, and two out of our nine directors are women or identify as racial or ethnic minorities. We are committed to stockholders agreements with certain affiliatescontinuing to look 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. The courses are focused on several core competencies, including leadership, diversity and inclusion, skills training, business acumen, culture and personal growth. In 2021, our team members completed approximately 100,000 courses during 70,000 total training hours, which included over 36,000 course completions specifically dedicated to compliance training accounting for 24,000 of its designation rights. Accordingly, two membersthose hours.

As of December 31, 2021, 10 percent of our Boardemployees were covered by various collective bargaining agreements, generally addressing pay rates, working hours, other terms and conditions of Directors who were previously designated by HNA, Yasheng Huangemployment, certain employee benefits and Kenneth Tai Lun Wong, resigned effective March 19, 2018. We are also party to a similar agreement with Blackstone. During 2017, Blackstone disposedorderly settlement of substantiallylabor disputes.

Recognition

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:

Governance

For a detailed description of our common stock that it held, resultinggovernance policies and procedures, please see the discussion elsewhere in the termination of its designation rights. One memberthis “Corporate Governance and Board Matters” section.

Ultimately, our commitment to these ESG initiatives and making this mission a part of our current Board of Directors, Kenneth Caplan, was designated by Blackstone pursuantoverall corporate culture reflects our commitment 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, 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-lineobjective 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.

“Exchange Act”) and the heightened NYSE independence requirements for audit committee service, andmembers. Our Board has also determined that each of Mr. Johnson, Mr. Lazarus and Mr. Whetsell is “independent” for purposes of the heightened NYSE independence requirements for compensation committee service and is an “outside director” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and a“non-employee director” as defined by applicable SEC regulations.

In making its independence determinations, the Board considered and reviewed all information known to it (including, without limitation, information identified through directors’ questionnaires)questionnaires that each director completes annually).

BOARD STRUCTURE

Our Board of Directors is led by Mr. Potter, ourNon-Executive Chairman. Chairperson. Our Board does not currently have a policy as to whether the roleroles of Chairperson of the Board and Chief Executive Officer should be separate. Our Board believes that the Company and stockholders are best served by maintaining flexibility to determine whether the Chairperson and the Chief Executive Officer positions should be separate or combined at a given point in time, in order to provide appropriate leadership for us at that time. We believe that the separation of the Chairperson and 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-managementnon-employee 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 aggregate meetings of both the Board and all committees on which they served during 2021. In addition, all of our directors attended the 2021 annual meeting of stockholders. As previously noted, Messrs. Sambur and van Hoek joined our Board in August 2021 and are not members of any of the committees. Messrs. Sambur and van Hoek attended all meetings of the Board held after the date of their joining the Board.

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

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.

As requested by the Compensation Committee, Pearl Meyer’s proposed2021 services to the Compensation Committee include,included, among other things, providing perspective on current trends and developments in executive and director compensation as well as analysis of benchmarking datadata.

Nominating and confirmation of our peer group composition.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEECorporate Governance Committee

All members of the Nominating and Corporate Governance Committee have been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

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

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.

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 all directors, and provide regular training on the Code of Conduct. 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.cominvestors.hgv.com under Investors—See More Documents—the “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

nomination of the incumbent directors named in this proxy statementProxy Statement and proposed forits recommendation that you vote “for” the election by youof each of the director nominees at the Annual Meeting.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Office of the Corporate Secretary, Hilton Grand Vacations Inc., 5323 Millenia Lakes Blvd.,Boulevard, Suite 400, Orlando, Florida 32839.32839 or by email to secretary@hgv.com. All recommendations for nomination received by the Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under “Stockholder Proposals for the 20192022 Annual Meeting.”

COMMUNICATIONS WITH THE BOARD

As described inTo facilitate communications with the Company’s directors, our Corporate Governance Guidelines provide that stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Audit, Compensation, or Nominating and Corporate Governance Committees, or tothe non-managementnon-employee 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.

Cash retainers are paid semi-annually, in arrears. Annual equity award grants to directors are made following each annual meeting of stockholders and represent the directors’ annual grants for their service as a director until the next annual meeting of stockholders.

All of our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings. In addition, our independent directors are reimbursed for reasonable personal costs when they stay at our resorts.

STOCK OWNERSHIP POLICY The Board may determine in its discretion additional cash or other consideration for services on ad hoc committees that it may establish from time to time.

We have a stock ownership policy for ournon-employee directors. Each of ournon-employee directors (other than the directors who are not eligible to receive compensation) is expected to own stock in an amount equal to five times his or her annual cash retainer (exclusive of retainers received for service on a committee of the Board or as chairperson of a committee or the Board). For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares held in trust for the benefit of the director or a family member, shares underlying vested options (based on the excess of the market price of the stock over the 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 becomesbecoming 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.

Except for Messrs. Sambur and van Hoek, who did not receive any director compensation in the form of equity as described above, eligible non-employee directors are awarded equity under the Hilton Grand Vacations Inc. 2017 Stock Plan forNon-Employee Directors (the “Director Stock Plan”) in the form of RSUs. RSUs vest on the earlier of (i) theone-year anniversary of the grant date and (ii) the date of the next annual meeting of stockholders, subject to continued service on the Board through the vesting date or as otherwise provided in the plan or applicable award agreement. Dividend equivalents accrue on unvested RSUs either in cash or, at the sole discretion of the Compensation Committee, in shares of HGV’s common stock or additional RSUs equal to the fair market value of the dividend equivalent payment as of the dividend payment date, payable at the same time as the underlying RSUs are settled following vesting (or forfeited to the extent the underlying RSUs are forfeited). Any unvested RSUs held by anon-employee director will become fully earned and vested upon (i) termination of such director’s service as a result of such director’s death or disability, (ii) a change in control event, if the successor or surviving company does not assume, substitute or continue the RSUs on substantially similar terms, or (iii) termination of such director’s service without cause or with good reason (each as defined in the form of Restricted Stock Unit Agreement for use under the Director Stock Plan) within twelve months following a change in control. In addition, if anon-employee director retires more than six months after the grant date of a director RSU award, then apro-rata number of RSUs shall become earned and vested as of the retirement date. Unvested RSUs are forfeited upon termination of service for any other reason.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE COMPANYAND OTHER SENIOR OFFICERS

OUR EXECUTIVE OFFICERS

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 2018.2022.” Beneficial ownership of equity securities of certain of our executive officers is shown under the heading “Ownership of Securities” below on page 45.in this Proxy Statement.

James E. MikolaichikPablo Brizi

James E. Mikolaichik, 46,Pablo Brizi, 47, has served as HGV’s Executive Vice President and Chief FinancialHuman Resources Officer of HGV& Corporate Affairs since August 2016. Previously,October 2020 “CHRO”). 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, 61,65, has served as HGV’s Executive Vice President, andChief Legal Officer, General Counsel and Secretary since November 2016. He served as the HGV’s Chief Development Officer from May 2018 until September 2020. Before joining HGV, Mr. Corbin served at Hilton Worldwide for over 6 years from March 2010 to November 2016, where he was named senior vice presidentmost recently Senior 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-year40-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. He is known for working with operational management to successfully execute strategic goals while providing risk adjusted legal counsel and business advice. Mr. Corbin is a board member of ARDA. Mr. Corbin holds a bachelor’s degree in English with highest honors from The Citadel, and a juris doctorateJuris Doctorate from the University of Dayton School of Law.

Gordon S. Gurnik

Gordon Gurnik, 58, has served as HGV’s Senior Executive Vice President and Chief Operating Officer since August 2021 and was previously Executive Vice President and Chief Operating Officer from December 2018 to August 2021. Mr. Gurnik’s responsibilities at HGV include working in partnership with the executive team to lead sales and business development, continue to build HGV’s brand, improve processes and products, and oversee resort operations and Club programs, all while ensuring alignment with HGV’s strategic priorities for all new initiatives. In addition, Mr. Gurnik is a champion for diversity and inclusion and is the executive sponsor of the company’s Asia-Pacific Islander Team Member Resource Group. 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. 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 non-profit organization that supports impoverished children throughout the world and is a board member of ARDA. Mr. Gurnik holds a bachelor’s degree in management from Purdue University.

Daniel J. Mathewes

Daniel J. Mathewes, 47, has served as HGV’s Senior Executive Vice President and Chief Financial Officer since August 2021, and was Executive Vice President and Chief Financial Officer from November 2018 to August 2021. 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, Mr. Mathewes was the chief financial officer of Virgin Hotels North America, a hotel management company, from January 2016 to November 2018. Previously, Mr. Mathewes served as the chief financial officer of the 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 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. Mathewes also worked in multiple financial leadership capacities with NCL Corporation (Norwegian Cruise Lines) and Royal Caribbean Cruises Ltd. Mathewes began his career with PricewaterhouseCoopers. Mr. Mathewes graduated summa cum laude from Florida State University with bachelor’s degrees in accounting and economics.

OTHER SENIOR OFFICERS

Set forth below is certain information regarding each of our other senior officers.

Dennis A. DeLorenzo

Dennis A. DeLorenzo, 53,57, 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. Hollkamp

Barbara L. Hollkamp, 65, has served as HGV’s Executive Vice President and Chief Human Resources Officer since August 2016, after having served in a dual role as senior vice president of human resources 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.

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, 61, 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 2022 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, 2018.2022.

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 2016.2021.

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, 20172021 and 20162020, 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.

independent registered public accounting firm. In exercising this responsibility, the Audit Committee has adopted policies and procedures that require the approval of the Audit Committee of all audit and permittednon-audit 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 FIRM

AUDITORS OF THE COMPANY FOR 2018.THE 2022 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.

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 2021 annual meeting, HGV stockholders approved the compensation paid to our named executive officers, with approximately 97% 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 the heading “Compensation Discussion and Analysis” beginning on page 22,Analysis,” as well as the discussion regarding the Compensation Committee under “Thethe heading “Corporate Governance and Board of Directors and Certain Governance Matters—Board Committees—Compensation Committee” beginning on page 10.in this proxy statement.

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 2022 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.2023.

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 discussionheading 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, 2017,2021, 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, 2017.2021.

Submitted by the Compensation Committee of the Board of Directors:

Paul W. Whetsell, Chair

David W. Johnson

Mark H. Lazarus