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Item 9A. Controls and Procedures

2024-02-07 compared with 2023-02-09 · 44 added, 33 removed, 206 unchanged (27% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The Company maintains a set of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

8 unchanged sentences

Other Information

On October 27, 2023 , Matthew Schuyler , our then Executive Vice President and Chief Brand Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act to sell up to 18,744 shares of the Company's common stock (following the exercise of options that expire in February 2024) between February 12, 2024 and February 16, 2024.

The trading plan will cease upon the earlier of February 16, 2024 and the sale of all shares subject to the trading plan.

Schuyler moved to a short-term advisory role effective January 1, 2024 and is no longer an officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company.

During the quarter ended December 31, 2023, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information about common stock that may be issued under our existing equity compensation plans.

The only plan pursuant to which the Company may grant new equity-based awards is the Hilton 2017 Omnibus Incentive Plan, which replaced the Company's 2013 Omnibus Incentive Plan.

The number of securities to be issued upon exercise of outstanding options, warrants and rights reflected in the table below includes shares underlying equity-based awards granted, and that remained outstanding as of December 31, 2022 under the equity compensation plans.

As of December 31, 2022

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted average exercise price per share of outstanding options Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by stockholders 5,584,421 $ 87.61 11,433,578

(1) Includes shares issuable upon exercise of stock options and 2,564,151 shares that may be issued upon the vesting of certain share-based compensation awards.

The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved.

The RSUs and performance shares cannot be exercised for consideration.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022.

The information required by this item is incorporated by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Principal Accountant Fees and Services

18 unchanged sentences

4.2 Form of 4.875% Senior Note due 2027 (included in Exhibit 4.1).

Exhibit Number Exhibit Description

4.3 First Supplemental Indenture with respect to the 2027 Notes, dated as of December 6, 2017, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).

9 unchanged sentences

4.13 Third Supplemental Indenture with respect to the 2030 Notes, dated as of February 29, 2020, among the issuer, the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

Exhibit Number Exhibit Description

4.14 Fourth Supplemental Indenture with respect to the 2030 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).

3 unchanged sentences

4.18 Form of 5.750% Senior Note due 2028 (included in Exhibit 4.16).

Exhibit Number Exhibit Description

4.19 First Supplemental Indenture with respect to the 2025 Notes and the 2028 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).

11 unchanged sentences

10.1 Credit Agreement, dated as of October 25, 2013, among Hilton Worldwide Holdings Inc., as parent, Hilton Worldwide Finance LLC, as borrower, the other guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on November 8, 2013 ).

Exhibit Number Exhibit Description

10.2 Amendment No.

2 unchanged sentences

2, dated as of November 21, 2016, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2016).

Exhibit Number Exhibit Description

10.4 Amendment No.

22 unchanged sentences

10.13 2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2018) (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).*

Exhibit Number Exhibit Description

10.14 Form of 2014 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).*

3 unchanged sentences

10.18 Hilton 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 26, 2017).*

Exhibit Number Exhibit Description

10.19 Form of Deferred Share Unit Agreement for non-employee directors (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*

21 unchanged sentences

10.36 Form of 2021 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).*

Exhibit Number Exhibit Description

10.37 Form of 2021 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).*

4 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

Exhibit Number Exhibit Description

10.41 Amendment No.

22 unchanged sentences

6 to the Credit Agreement dated as of June 21, 2019, and as further amended by Amendment No.

7 to the Credit Agreement dated as of October 21, 2021, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company, Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time.

10.48 Amendment No.

8 unchanged sentences

8 to the Credit Agreement dated as of December 9, 2022), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company, Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 5, 2023).

Form of 202 3 Performance Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 3 ).*

Form of 202 3 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 3 ).*

Form of 202 3 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 3 ).*

Second Amendment to Amended and Restated License Agreement, dated as of November 5, 2023, by and between Hilton Worldwide Holdings Inc.

and Hilton Grand Vacations, Inc.

Exhibit Number Exhibit Description

Amendment No.

10, dated as of November 8, 2023, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No.

1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No.

2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No.

3 to the Credit Agreement dated as of March 16, 2017, as further amended by Amendment No.

4 to the Credit Agreement dated as of April 19, 2018, as further amended by Amendment No.

5 to the Credit Agreement dated as of June 5, 2019, as further amended by Amendment No.

6 to the Credit Agreement dated as of June 21, 2019, as further amended by Amendment No.

7 to the Credit Agreement dated as of October 21, 2021, as further amended by Amendment No.

8 to the Credit Agreement dated as of December 9, 2022 and as further amended by Amendment No.

9 to the Credit Agreement dated as of January 5, 2023), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company, Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent and collateral agent and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 8 , 2023) .

Separation Agreement and General Release, dated November 30, 2023, between Hilton Domestic Operating Company Inc.

and Matthew Schuyler.*

Third Amendment to Amended and Restated License Agreement, dated as of January 16, 2024, by and between Hilton Worldwide Holdings Inc.

and Hilton Grand Vacations Inc.

21.1 Subsidiaries of the Registrant.

2 unchanged sentences

Nassetta, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit Number Exhibit Description

31.2 Certificate of Kevin J.

Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Jacobs, Chief Financial Officer and President, Global Development , pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certificate of Christopher J.

2 unchanged sentences

32.2 Certificate of Kevin J.

Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C.

Jacobs, Chief Financial Officer and President, Global Development , pursuant to Section 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Hilton Worldwide Hol d ings Inc.

Ince n tive Compensation Clawback Policy

101.INS Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

9 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 9th day of February 2023.

HILTON WORLDWIDE HOLDINGS INC.

5 unchanged sentences

/s/ Christopher J.

Nassetta President, Chief Executive Officer and Director

President, Chief Executive Officer and Director

Christopher J.

1 unchanged sentence

/s/ Jonathan D.

Gray Chairman of the Board of Directors

Chairman of the Board of Directors

/s/ Charlene T.

Begley Director

/s/ Chris Carr Director

/s/ Chris Carr

/s/ Melanie L.

Healey Director

/s/ Raymond E.

/s/ Judith A.

McHale Director

/s/ Elizabeth A.

Smith Director

/s/ Douglas M.

Steenland Director

Jacobs Chief Financial Officer and President, Global Development

Chief Financial Officer and President, Global Development

Jacobs (principal financial officer)

/s/ Michael W.

Duffy Senior Vice President, Chief Accounting and Risk Officer

Senior Vice President, Chief Accounting and Risk Officer

Duffy (principal accounting officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures