Hilton Grand Vacations Inc. (HGV): Other Dustin Tonkin reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On October 29, 2026, Hilton Grand Vacations Inc. (the “Company”) announced that Mr. Dustin Tonkin, the Company’s Executive Vice President and Chief Sales & Marketing Officer, would be separating from the Company, effective as of April 1, 2027 (the “Separation Date”). In connection with the separation, the parties entered into a separation agreement, a copy of which is filed herewith as Exhibit 10.1. The separation agreement replaces and supersedes the severance agreement between the Company and Mr. Tonkin in its entirety.
Pursuant to the terms of the separation agreement, Mr. Tonkin will be entitled to receive the following separation benefits: (a) a cash amount equal to two times the sum of his 2026 annual base salary and 2026 target short-term incentive cash bonus; (b) 2027 short-term incentive cash bonus prorated through the Separation Date based on actual performance; (c) monthly premiums for coverage under COBRA for up to eighteen (18) months following the Separation Date; and (d) monthly costs of continued basic life insurance coverage for twelve (12) months following the Separation Date. The foregoing separation benefits are substantially the same as the severance benefits to which Mr. Tonkin would have been entitled on the basis of a qualifying termination pursuant to the severance agreement previously entered into between the Company and Mr. Tonkin and that were described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 17, 2026.
To facilitate an orderly transition for his successor, the Company and Mr. Tonkin have agreed, as part of the separation agreement, for Mr. Tonkin to remain employed until the Separation Date. Until the Separation Date, he will continue to receive his current base salary and remain eligible to participate in the 2026 annual short-term incentive plan, and his existing equity awards will continue to vest in accordance with the applicable equity award agreements, subject to any earlier termination. The Company has agreed to extend the period that he has to exercise his vested stock options to purchase the Company’s common stock to twenty-four (24) months from the Separation Date.
Similar to the original severance agreement, the separation agreement includes customary restrictive covenants, including non-competition and non-solicitation of employees, that will apply for two (2) years following the Separation Date. Mr. Tonkin’s receipt of the separation benefits described above are subject to compliance with these restrictive covenants and his execution, delivery and non-revocation of a general release and waiver of claims against the Company.
This summary is qualified in its entirety by reference to the full text of the separation agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a copy of the press release related to the separation announcement referenced above is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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