1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management has evaluated, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (“the Exchange Act”), as required by paragraph (b) of Rules 13a-15 and 15d-15 of the Exchange Act.
+Added: Our management has evaluated, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (“the Exchange Act”), as required by paragraph (b) of Rules 13a-15 and 15d-15 of the Exchange Act.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports filed or submitted with the Securities and Exchange Commission (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
−Removed: Management’s Annual Report on Internal Control over Financial Reporting
+Added: Management’s Annual Report on Internal Control over Financial Reporting
We have set forth management's report on internal control over financial reporting and the attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting in Item 8 of this Annual Report on Form 10-K.
4 unchanged sentences
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
−Removed: Directors, E xecutive Officers and Corporate Governance.
+Added: Directors, Executive Officers and Corporate Governance.
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A.
−Removed: Executi ve Compensation.
+Added: Executive Compensation.
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A.
3 unchanged sentences
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A.
−Removed: Princi pal Accounting Fees and Services.
+Added: Principal Accounting Fees and Services.
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A.
4 unchanged sentences
(b) Financial Statement Schedules
−Removed: Schedule III –
−Removed: Real Estate and Accumulated Depreciation is filed herewith.
+Added: Schedule III – Real Estate and Accumulated Depreciation is filed herewith.
All other schedules are omitted as the required information is either not present, not present in material amounts or presented within the consolidated financial statements or related notes.
Exhibit Index
+Added: Number Description
2.1 Distribution Agreement by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., Hilton Grand Vacations Inc.
4 unchanged sentences
3.2 Amended and Restated By-laws of Park Hotels & Resorts Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on February 26, 2019).
+Added: (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K /A , filed on July 31, 2023 ).
4.1 Description of Park Hotels & Resorts Inc.
6 unchanged sentences
4.4 Indenture, dated as of May 14, 2021, among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels & Resorts Inc., the subsidiary guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, filed on May 14, 2021).
+Added: Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, filed on May 14, 2021).
4.5 First Supplemental Indenture, dated as of December 1, 2022, to the Indenture dated as of May 14, 2021 among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels & Resorts Inc., the subsidiary guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee and collateral agent.
+Added: Bank Trust Company, National Association, as trustee and collateral agent ( incorporated by reference to Exhibit 4.5 to our Current Report on Form 10 -K, filed on February 23, 2023 ).
4.6 First Supplemental Indenture, dated as of May 7, 2021, to the Indenture dated as of September 18, 2020, among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels & Resorts Inc., the subsidiary guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee and collateral agent.
−Removed: Second Supplemental Indenture, dated as of December 1, 2022, to the Indenture dated as of September 18, 2020, among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels &
−Removed: Resorts Inc., the subsidiary guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee and collateral agent.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.6 to our Current Report on Form 10-K, filed on February 23, 2023).
+Added: 4.7 Second Supplemental Indenture, dated as of December 1, 2022, to the Indenture dated as of September 18, 2020, among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels & Resorts Inc., the subsidiary guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.7 to our Current Report on Form 10-K, filed on February 23, 2023).
4.8 First Supplemental Indenture, dated as of May 7, 2021, to the Indenture dated as of May 29, 2020, among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels & Resorts Inc., the subsidiary guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee and collateral agent.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.8 to our Current Report on Form 10-K, filed on February 23, 2023).
4.9 Second Supplemental Indenture, dated as of December 1, 2022, to the Indenture dated as of May 29, 2020, among Park Intermediate Holdings LLC, PK Domestic Property LLC, PK Finance Co-Issuer Inc., Park Hotels & Resorts Inc., the subsidiary guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee and collateral agent.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.9 to our Current Report on Form 10-K, filed on February 23, 2023).
10.1 Tax Matters Agreement by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., Hilton Grand Vacations Inc.
1 unchanged sentence
10.2 Park Hotels & Resorts Inc.
−Removed: 2017 Omnibus Incentive Plan, dated as of January 3, 2017 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed on January 4, 2017).
+Added: 2017 Omnibus Incentive Pla n ( as Amended and Restated Effective as of April 26, 2023) (incorporated by reference to Exhibit 10.
+Added: 1 to our Current Report on Form 8-K, filed on Ap ril 28, 20 23 ).
10.3 Loan Agreement, dated as of October 7, 2016, among S.F.
8 unchanged sentences
10.6 Park Hotels & Resorts Inc.
−Removed: 2017 Stock Plan for Non-Employee Directors (as amended and restated as of April 30, 2021) (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed on April 30, 2021).
+Added: 2017 Stock Plan for Non-Employee Directors (as amended and restated as of April 30, 2021) (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed on April 30, 2021).
10.7 Loan Agreement, dated as of October 24, 2016, among Hilton Hawaiian Village LLC, as Borrower, Hilton Hawaiian Village Lessee LLC, as Operating Lessee, and JPMorgan Chase Bank, National Association, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A., collectively, as Lender and the other parties thereto (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form 10 (File No.
16 unchanged sentences
10.19 Park Hotels & Resorts Inc.
−Removed: Executive Long-Term Incentive Program (amended and restated as of January 25, 2019) (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K, filed on February 28, 2019).
−Removed: Park Hotels & Resorts Inc.
Executive Short-Term Incentive Program (amended and restated as of January 25, 2019) (incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K, filed on February 28, 2019).
7 unchanged sentences
Executive Long-Term Incentive Program (amended and restated as of February 24, 2020) (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on February 26, 2020).
−Removed: Separation Agreement and Release, by and between Matthew A.
−Removed: Sparks and Park Hotels & Resorts Inc.
−Removed: (incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q, filed on May 11, 2020).
−Removed: Increasing Lender Supplement, dated as of September 14, 2020, among Park Intermediate Holdings LLC, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on September 14, 2020).
10.25 Form of CEO PSU Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on November 10, 2020) .
1 unchanged sentence
10.27 Form of Restricted Stock Agreement issued pursuant to the Park Hotels & Resorts Inc.
−Removed: 2017 Stock Plan for Non-Employee Directors (as amended and restated as of April 30, 2021) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on May 4, 2021).
+Added: 2017 Stock Plan for Non-Employee Directors (as amended and restated as of April 30, 2021) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on May 4, 2021).
10.28 Amended and Restated Credit Agreement, dated as of December 1, 2022, by and among Park Hotels & Resorts Inc., PK Domestic Property LLC, Park Intermediate Holdings LLC, Wells Fargo Bank, National Association, as administrative agent, and the financial institutions party thereto as lenders and agents (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 2, 2022).
10 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 97.1* Park Hotels and Resorts Inc.
+Added: Incentive Compensation Clawback Policy (Effective as of October 2, 2023) †
+Added: 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
13 unchanged sentences
Baltimore, Jr., Sean M.
−Removed: Dell’Orto and Nancy M.
−Removed: Vu, and each of them (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: Dell’Orto and Nancy M.
+Added: Vu, and each of them (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
+Added: Name Title Date
/s/ Thomas J.
Baltimore, Jr.
−Removed: Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
−Removed: February 23, 2023
+Added: Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) February 28, 2024
Baltimore, Jr.
−Removed: Dell’Orto
−Removed: Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
−Removed: February 23, 2023
−Removed: Dell’Orto
+Added: Dell’Orto Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 28, 2024
/s/ Darren W.
−Removed: Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
−Removed: February 23, 2023
+Added: Robb Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 28, 2024
/s/ Patricia M.
−Removed: February 23, 2023
+Added: Bedient Director February 28, 2024
/s/ Thomas D.
−Removed: February 23, 2023
+Added: Eckert Director February 28, 2024
/s/ Geoffrey M.
−Removed: February 23, 2023
+Added: Garrett Director February 28, 2024
/s/ Christie B.
−Removed: February 23, 2023
+Added: Kelly Director February 28, 2024
/s/ Joseph I.
−Removed: February 23, 2023
+Added: Lieberman Director February 28, 2024
+Added: McClements Director February 28, 2024
/s/ Thomas A.
−Removed: February 23, 2023
+Added: Natelli Director February 28, 2024
/s/ Timothy J.
−Removed: February 23, 2023
+Added: Naughton Director February 28, 2024
/s/ Stephen I.
−Removed: February 23, 2023
+Added: Sadove Director February 28, 2024
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.