Hilton Grand Vacations Inc. (HGV) Earnings Call Transcript & Summary

Welcome, everyone, to the Hilton Grand Vacations Inc. Annual Meeting. My name is Luke, and I will be your operator. [Operator Instruction] I'll now turn the call over to Len Potter. Len, please begin.

Good morning. Welcome to the 2020 Annual Meeting of Stockholders of Hilton Grand Vacations Inc. I am Len Potter, Chairman of the Board of Directors. I appreciate your flexibility in attending this meeting in a virtual format given the current circumstances related to the COVID-19 pandemic and hope you are all staying well and safe. I will serve as chair of the Annual Meeting, and I now call this meeting to order. First, I'd like to recognize some individuals attending virtually today. With us this morning is Michael Barbera of Broadridge Financial Services. Mr. Barbera has been appointed to serve as the inspector of elections for the annual meeting. Also joining us today are the following nominees to serve on our Board of Directors, each of whom is currently a director of the company: Mark Wang, Brenda Bacon, Mark Lazarus and myself. Also in attendance today are certain members of our senior management: Dan Mathewes, Executive Vice President and Chief Financial Officer; and Charles Corbin, Executive Vice President, General Counsel and Chief Development Officer. Finally, also attending are Melanie Giorno and Brett Finley. They are representatives of Ernst & Young, the company's independent registered public accounting firm. They will be available to respond to appropriate questions later in the meeting. And -- also finally, in attendance today is Alex Park of Alston & Bird LLP, the company's outside legal counsel. Now I have a few announcements regarding how the meeting will proceed. You will notice on the bottom right-hand side of your meeting page, there are meeting materials for your convenience, including the company's annual report, proxy statement and rules of conduct for the meeting. We will follow the meeting agenda and the rules of conduct during the meeting to ensure that orderly conduct of the meeting and the best use of time for everyone. Questions or comments regarding any proposal may be asked at any time using the meeting page, but such questions will not be addressed until after all proposals have been put before the meeting. If you've not already cast your ballot, you have the option to do so using the Vote Here button found at the lower right-hand corner of the meeting page. Stockholders who have already voted by proxy do not need to cast ballots today unless they wish to change their vote. I now present the company's General Counsel and Secretary of this meeting, Charles Corbin. Mr. Corbin, has the notice of meeting been duly given to all stockholders entitled to vote at the meeting?

Yes. I received the affidavit of distribution. It is duly signed, notarized and sworn to by an agent of Broadridge Financial Solutions, Inc. The affidavit states that the notice of meeting and the proxy materials were mailed commencing on March 26, 2020. In addition, resolutions were adopted by the Board on November 6, 2019, providing for the meeting to be held at this time and place and directing that notice be given as provided in the bylaws. Further, the Board fixed March 13, 2020, as the record date for determining persons entitled to notice of and to vote at this meeting. An alphabetical list of the stockholders of record as of the record date who are entitled to vote and showing their respective addresses and the number of shares held by each was prepared and certified by EQ Shareholder Solutions, our stock transfer agent and is available at this meeting for inspection by the stockholders.

Thank you, Mr. Corbin. As I mentioned earlier, to ensure the impartiality of the voting, Michael Barbera of Broadridge Financial Solutions has been appointed inspector of elections. He has previously taken his oath as inspector of elections. I now direct the secretary to file the oath with the minutes of this meeting. Mr. Barbera, please present your attendance report in order that we may determine whether a quorum is present at this meeting.

Mr. Chairman, there are 85,801,369 shares of common stock outstanding and entitled to vote as of the record date of March 13, 2020. The share count immediately before the start of the meeting indicated that 67,983,742 shares of common stock are present in person or by proxy. This represents 79.23% of the company's outstanding voting stock.

Thank you, Mr. Barbera. On the basis of the reports of the secretary and the inspector of elections, I declare that proper notice of the meeting has been given and that a quorum is present at the meeting. Accordingly, the meeting is properly convened. The business of the meeting may now proceed, and the polls for voting on all matters are hereby opened at this time. I intend to first present for discussion each matter to be acted on at this meeting. At the conclusion of the discussions of all proposals, we will take the vote for each matter. Mr. Corbin, other than as set forth in the proxy materials, were there any stockholder nominations or any proposals for business for this meeting that have been properly submitted to the company in accordance with its by-laws?

No.

Since no stockholder nominations for director and no additional business were submitted in advance of this meeting, the business of this meeting is limited to the proposals described in the proxy materials. The next item on the order of business is the election of directors. This is item 4 on the meeting agenda and proposal 1 in the proxy materials. I previously introduced the nominees who are present for reelection as directors. These individuals have been nominated by the Board to serve a 1-year term commencing with their election at this meeting until the 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, removal or disqualification. The next item on the agenda is Item 5, ratification of the appointment of Ernst & Young, LLP as the independent auditors of the company for 2020. This is Proposal 2 in the proxy materials. The next item on the agenda is Item 6, the nonbinding advisory vote on the 2019 compensation of the company's named executive officers. This is Proposal 3 in the proxy materials. If any stockholder would like to submit a question regarding any of the proposals, please submit your question through the web portal. Are there any questions on any of the above proposals?

No, Mr. Chairman.

If there is no discussion regarding any of the above proposals, we will proceed to the next item on the meeting agenda. We will now provide a moment to any stockholder who wishes to vote in person today. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. [Voting]

There being no further business scheduled to come before the stockholders, I hereby declare that the voting -- that the period for voting is now closed. The proxies appointed by the Board of Directors, Misters Wang, Mathewes and Corbin have cast one ballot representing the votes that the proxies received. The inspector examined the proxies received prior to today's meeting, and he has tabulated those votes. The results of the vote will be disclosed in a current report on Form 8-K, which the company will file with the Securities and Exchange Commission. Mr. Barbera, have you completed your report?

Yes. Mr. Chairman, my report is ready.

Mr. Corbin, will you please read the inspector's report?

Thank you, Mr. Chairman. I have been advised by the inspector that each director nominee received a plurality of the votes cast and entitled to both at this meeting. I've also been advised by the inspector that a majority of the shares voted on the matter have voted for the ratification of the appointment of Ernst & Young as the independent auditors for the company in 2020. Finally, I've been advised by the inspector of elections that a majority of shares voted on the matter have voted on a nonbinding advisory basis for the compensation of the company's named executive officers.

Thank you, Mr. Corbin. Based on the report of the inspector of elections, I declare that the nominees of the Board of Directors as set forth in the proxy statement have been duly elected. I also declare that the appointment of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31, 2020, has been ratified. I want to thank everyone for attending today's meeting of stockholders and for the interest that you have shown in Hilton Grand Vacations. There being no further business properly to come before this meeting, I will now entertain a motion to adjourn.

I move to adjourn.

So moved. Is there a second?

I second the motion to adjourn.

Those in favor, indicate by saying aye. Those oppose, nay. [Voting]

The ayes have it. The meeting is now adjourned. Thank you again for coming.