HLT: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 14, 2026, Hilton Worldwide Holdings Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Hilton Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”) to, among other things, authorize an additional 846,000 shares for issuance under the Plan and extend the term of the plan by ten (10) years, until May 14, 2036, which Plan had been previously recommended for approval by the Company’s Compensation Committee of the Board of Directors and previously approved by the Company’s Board of Directors, in each case, subject to stockholder approval. The Plan became effective as of the date of such stockholder approval. The material features of the Plan are described in the section entitled “Proposal 5 – Approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan” on pages 47 through 53 of the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which pages are incorporated herein by reference and are qualified by and subject to the full text of the Plan. A copy of the Plan, as approved by the Company’s stockholders and adopted by the Company, is filed as Exhibit 10.1 hereto and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting held on May 14, 2026, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows: Proposal No. 1 - Election of Directors The Company’s st