UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 4, 2020
Hilton Worldwide Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-36243 | | 27-4384691 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 883-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | HLT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2020, Jonathan W. Witter, Executive Vice President and Chief Customer Officer, notified Hilton Worldwide Holdings Inc. (the “Company”) that he will be leaving the Company, effective April 17, 2020 (the “Departure Date”). In connection with his departure, Mr. Witter entered into a Release Agreement (the “Release Agreement”), which was approved by the Compensation Committee of the Board of Directors of the Company. Pursuant to the Release Agreement, the Company determined to accelerate vesting for a portion of Mr. Witter’s outstanding equity awards. This acceleration will apply to 30,544 time-vesting restricted stock unit awards originally scheduled to vest in two equal installments on May 24, 2020 and 2021, which will now vest on the Departure Date. All of Mr. Witter’s other outstanding equity awards that do not otherwise vest prior to the Departure Date will be forfeited in accordance with their terms. Pursuant to the Release Agreement, Mr. Witter will be subject to customary confidentiality and restrictive covenant provisions, including non-disparagement, non-competition and non-solicitation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| HILTON WORLDWIDE HOLDINGS INC. | | |
| | |
| By: | | /s/ Kristin A. Campbell |
| Name: | | Kristin A. Campbell |
| Title: | | Executive Vice President, General Counsel and Secretary |
Date: March 6, 2020
