UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 23, 2015
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 23, 2015, Mr. Michael S. Chae informed Hilton Worldwide Holdings Inc. (the “Company”) that he was resigning from the Company’s Board of Directors, effective immediately. The Blackstone Group L.P. (“Blackstone”) recently reported that it had appointed Mr. Chae as its Chief Financial Officer. Mr. Chae’s resignation was not the result of any disagreement with the Company. On May 14, 2015, affiliates of Blackstone ceased to beneficially own more than 50% of the Company’s stock eligible to vote in the election of directors. Accordingly, the Company expects to add one or more independent directors to its Board of Directors by May 14, 2016 in order to comply with New York Stock Exchange rules.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this current report contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in the Company’s filings with the Securities and Exchange Commission. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.
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.
| HILTON WORLDWIDE HOLDINGS INC. | ||
| By: | /s/ Kevin J. Jacobs | |
| Name: | Kevin J. Jacobs | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: September 24, 2015