8-K

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): August 5, 2020

Hilton Worldwide Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

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:

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 August 5, 2020, the board of directors (the “Board”) of Hilton Worldwide Holdings Inc. (the “Company”), upon the recommendation of the Board’s nominating and ESG committee, appointed Chris Carr to the Board, effective August 5, 2020, with a term that expires at the Company’s 2021 annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Carr will serve on the Board’s nominating and ESG committee. The Board affirmatively determined that Mr. Carr is independent under the guidelines for director independence set forth in the Company’s Corporate Governance Guidelines and under applicable New York Stock Exchange rules. Mr. Carr will receive compensation as a non-employee director in accordance with the Company’s compensation program for eligible non-employee directors as described in the Company’s 2020 Proxy Statement, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2020. In addition, Mr. Carr is expected to enter into an indemnification agreement with the Company, on substantially the same terms contained in the Company’s standard form previously filed with the SEC, which provides for indemnification of the indemnitee to the fullest extent permitted by Delaware law.

Item 7.01 Regulation FD Disclosure.

The press release issued on August 5, 2020 announcing Mr. Carr’s election to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference

The information contained under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

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.

Date: August 5, 2020

Document

Hilton Appoints Chris Carr to Board of Directors

MCLEAN, Va., August 5, 2020 - Hilton Worldwide Holdings Inc. (NYSE: HLT) today announced the appointment of Chris Carr, Chief Operations Officer of sweetgreen, to its board of directors, effective immediately.  Mr. Carr will serve on the Nominating and ESG committee of the board.

"We are delighted to welcome Chris to Hilton," said Jon Gray, chairman of Hilton's board of directors. “When we began our board search process last year, we were looking to add world class executive leadership in global and consumer-facing organizations. Chris brings these highly relevant skills, as well as unmatched focus on customer experience and procurement. We look forward to his insights as we navigate Hilton's continued recovery from the COVID-19 pandemic."

Mr. Carr joined sweetgreen in May 2020. Previously, he served in a variety of roles at Starbucks for 13 years. Most recently he spent three years as Executive Vice President, Chief Procurement Officer, where he was responsible for enhancing the enterprise-wide, global strategic sourcing and supplier relationship capabilities. From 2014 to 2016, Mr. Carr was Starbucks’ EVP, Americas Licensed Stores, where he was responsible for the strategic planning, operations, market planning and sales for 6,500 licensed retail stores. As EVP, U.S. Retail Stores from 2012 to 2014, he was accountable for the brand and customer experience at 13,000 U.S. company-operated and licensed retail stores. Prior to Starbucks, Mr. Carr spent eighteen years with ExxonMobil developing, leading and implementing retail operational strategies for its Global Fuels Marketing downstream businesses.

Mr. Carr also serves as a director on the board of REI, a Trustee of Howard University, and a Trustee of the University of San Diego.

About Hilton

Hilton (NYSE: HLT) is a leading global hospitality company with a portfolio of 18 world-class brands comprising more than 6,100 properties with more than 977,000 rooms, in 118 countries and territories. Dedicated to fulfilling its mission to be the world’s most hospitable company, Hilton welcomed more than 3 billion guests in its 100-year history, earned a top spot on the 2019 World’s Best Workplaces list, and was named the 2019 Global Industry Leader on the Dow Jones Sustainability Indices. Through the award-winning guest loyalty program Hilton Honors, more than 106 million members who book directly with Hilton can earn Points for hotel stays and experiences money can’t buy, plus enjoy instant benefits, including digital check-in with room selection, Digital Key, and Connected Room. Visit newsroom.hilton.com for more information, and connect with Hilton on facebook.com/hiltonnewsroom, twitter.com/hiltonnewsroom, linkedin.com/company/hilton, instagram.com/hiltonnewsroom and youtube.com/hiltonnewsroom.