Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 4, 2022, Hilton Grand Vacations Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2022 and distributed to its stockholders commencing on or about March 22, 2022 in connection with the Annual Meeting (the "Proxy Statement"). Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Annual Meeting.

Proposal No. 1 - Election of Directors

At the Annual Meeting, the Company's stockholders elected the persons listed below as directors for a one-year term expiring at the 2023 annual meeting or until their respective successors are duly elected and qualified.



                     Votes Cast For       Votes Withheld       Broker Non-Votes
Mark D. Wang             102,365,638              256,897              3,300,370
Leonard A. Potter        100,150,796            2,471,739              3,300,370
Brenda J. Bacon           99,606,868            3,015,667              3,300,370
David W. Johnson         102,187,297              435,238              3,300,370
Mark H. Lazarus          102,157,702              464,833              3,300,370
Pamela H. Patsley        102,146,696              475,839              3,300,370
David Sambur              99,669,099            2,953,436              3,300,370
Alex van Hoek            100,873,765            1,748,770              3,300,370
Paul W. Whetsell          99,437,731            3,184,804              3,300,370

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 2022.

Votes Cast For Votes Cast Against Abstentions


 105,652,064          102,770           168,071

Proposal No. 3 - Advisory Vote on Executive Compensation

At the Annual Meeting, the Company's stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes

85,008,105 17,384,410 230,020 3,300,370

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