0001193125-18-246129.txt : 20180810 0001193125-18-246129.hdr.sgml : 20180810 20180810163806 ACCESSION NUMBER: 0001193125-18-246129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180809 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180810 DATE AS OF CHANGE: 20180810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hilton Grand Vacations Inc. CENTRAL INDEX KEY: 0001674168 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000] IRS NUMBER: 812545345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37794 FILM NUMBER: 181009334 BUSINESS ADDRESS: STREET 1: 6355 METROWEST BOULEVARD, SUITE 180 CITY: ORLANDO STATE: FL ZIP: 32835 BUSINESS PHONE: 407-722-3100 MAIL ADDRESS: STREET 1: 6355 METROWEST BOULEVARD, SUITE 180 CITY: ORLANDO STATE: FL ZIP: 32835 8-K 1 d604706d8k.htm FORM 8-K Form 8-K

 

 

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): August 9, 2018

 

 

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-37794   81-2545345

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6355 MetroWest Boulevard, Suite 180

Orlando, Florida 32835

(Address of principal executive offices, including zip code)

(407) 722-3100

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 9, 2018, the Board of Directors (the “Board”) of Hilton Grand Vacations Inc. (the “Company”) terminated James E. Mikolaichik, its Executive Vice President and Chief Financial Officer, effective August 10, 2018 for conduct and behavior not consistent with the Company’s policies. Mr. Mikolaichik’s termination was not related to any issues involving the Company’s business, strategy, operations, performance, financial reporting, or internal controls.

Allen J. Klingsick, the Company’s Senior Vice President and Chief Accounting Officer, will continue to serve in such role.

The Company has begun a nationwide executive search for a new chief financial officer.

On August 10, 2018, the Company issued a press release in connection with the termination of Mr. Mikolaichik’s employment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

Exhibit 99.1    Press release of Hilton Grand Vacations Inc., dated August 10, 2018.


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 GRAND VACATIONS INC.
By:   /s/ Charles R. Corbin
 

Charles R. Corbin

Executive Vice President, Chief Legal Officer, Chief Development Officer and Secretary

Date: August 10, 2018

EX-99.1 2 d604706dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Hilton Grand Vacations Announces Departure of Chief Financial Officer and Reaffirms Guidance

ORLANDO, Fla. (Aug. 10, 2018) – Hilton Grand Vacations Inc. (the “Company”) (NYSE:HGV) announced that its Board of Directors terminated James E. Mikolaichik as Executive Vice President and Chief Financial Officer, effective today, for conduct and behavior not consistent with the Company’s policies. Mr. Mikolaichik’s termination was not related to any issues involving the Company’s business, strategy, operations, performance, financial reporting or internal controls.

“I’m confident in the quality and depth of talent in our finance and accounting teams and our experienced Chief Accounting Officer, Allen Klingsick,” says Mark Wang, president and CEO. “They will ensure operational and financial reporting continuity until a new CFO is named.”

The Company reaffirms its 2018 guidance and long-term growth objectives as discussed on its second quarter 2018 earnings conference call held on August 2, 2018. The Company remains committed to its current growth and investment strategy, which is progressing ahead of schedule. Further, it believes the capital-efficient inventory investments it is making in new and existing markets will accelerate adjusted EBITDA and adjusted free cash flow growth over the next several years.

The Company has begun a nationwide executive search for a new chief financial officer.

About Hilton Grand Vacations Inc.

Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company. With headquarters in Orlando, Fla., Hilton Grand Vacations develops, markets and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. The Company also manages and operates two innovative club membership programs: Hilton Grand Vacations Club® and The Hilton Club®, providing exclusive exchange, leisure travel and reservation services for more than 295,000 Club Members. For more information, visit www.hgv.com and www.hiltongrandvacations.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our management’s beliefs, expectations and assumptions and information currently available to our management, and are subject to risks and uncertainties. Actual results could differ materially because of factors such as: inherent business, financial and operating risks of the timeshare industry; adverse economic or market conditions that may affect the purchasing and vacationing decisions of consumers or otherwise harm our business; intense competition in the timeshare industry, which could lead to lower revenue or operating margins; the termination of material fee-for-service agreements with third parties; the ability of the Company to manage risks associated with our international activities, including complying with laws and regulations affecting our international operations; exposure to increased economic and operational uncertainties from expanding global operations, including the effects of foreign currency exchange; potential liability under anti-corruption and other laws resulting from our global operations; changes in tax rates and exposure to additional tax liabilities; the impact of future changes in legislation, regulations or accounting pronouncements; acquisitions, joint ventures, and strategic alliances that that may not result in expected benefits and that may have an adverse effect on our business; our dependence on development activities to secure inventory; cyber-attacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position; disclosure of personal data that could


cause liability and harm to our reputation; abuse of our advertising or social platforms that may harm our reputation or user engagement; outages, data losses, and disruptions of our online services; claims against us that may result in adverse outcomes in legal disputes; risks associated with our debt agreements and instruments, including variable interest rates, operating and financial restrictions, and our ability to service our indebtedness; the continued service and availability of key executives and employees; and catastrophic events or geopolitical conditions that may disrupt our business. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “remains,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

You should not put undue reliance on any forward-looking statements in this press release. The risk factors discussed in our filings with the Securities and Exchange Commission, including “Part I—Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended Dec. 31, 2017, “Part II-Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and those described from time to time in our future reports could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. We undertake no obligation to publicly update or review any forward-looking statement or information to conform to actual results, whether as a result of new information, future developments, changes in the Company’s expectations, or otherwise, except as required by law.