Item 2.02 Results of Operations and Financial Condition.

On July 30, 2020, Hilton Grand Vacations Inc. (the "Company") issued a press release announcing the results of the Company's operations for the quarter ended June 30, 2020. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On July 30, 2020, Hilton Grand Vacations Inc. (the "Company") announced that it had appointed Carlos Hernandez as the Company's new Senior Vice President and Chief Accounting Officer, the Company's principal accounting officer, effective as of August 3, 2020. Mr. Hernandez, whose appointment to such position was made on July 10, 2020, will report to Mr. Daniel J. Mathewes, the Company's Executive Vice President and Chief Financial Officer.

Mr. Hernandez, 52, has more than 25 years of global finance and accounting experience working with both public and private multinational organizations operating across various industries, including hospitality. Prior to being appointed as the Company's Senior Vice President and Chief Accounting Officer, Mr. Hernandez served as the Chief Financial Officer of Holistica Destinations Ltd., a destination development joint venture between Royal Caribbean Cruises Ltd. and ITM Group, from November 2019 to March 2020. From June 2019 to November 2019, he served as Executive Vice President of Finance for The Ritz-Carlton Yacht Collection, a luxury cruise line affiliated with Marriott International, and from April 2012 to June 2019, Mr. Hernandez served as Senior Vice President of Finance for Atlantis Paradise Island, a destination resort located in the Bahamas. In addition, during his career, Mr. Hernandez has also served in various executive and senior leadership positions at Kerzner International, Norwegian Cruise Line and PricewaterhouseCoopers. Mr. Hernandez holds a master's and bachelor's degree in accounting both from Florida International University and is a certified public accountant in the state of Florida.

Mr. Hernandez will receive an annual base salary of $350,000. Mr. Hernandez will be eligible to participate in the Company's long-term equity incentive plan consistent with other officers at the same level and/or holding a similar position within the Company. In addition, he will be entitled to participate in the Company's annual short-term cash incentive plan pursuant to which he will be eligible to receive a target equal to 50% of his annual base salary, with the potential to earn up to a maximum of 75% of his annual base salary, subject to the satisfaction of individual and Company performance goals and metrics substantially similar to those that were applicable to the Company's previous principal accounting officer. Any 2020 short-term annual bonus amount that he may receive will be prorated based on his commencement date and he will be entitled to receive a one-time discretionary bonus for the difference between the full year and prorated amounts during the first quarter of 2021. Mr. Hernandez will receive a one-time, deferred sign-on equity grant in the form of restricted stock units having a value equal to $100,000 based on the closing price of the Company's common stock on his start date, such equity award to be granted during the normal long-term equity grant cycle of the Company, which is expected to be in March 2021.

Mr. Hernandez will be eligible to participate in the Company's 401(k) plan, health plans and other benefit plans, all in accordance with the Company's customary terms and policies and consistent with all other executive officers. Mr. Hernandez will also be entitled to relocation assistance, including reimbursement for temporary housing, moving and other relocation expenses, consistent with the Company's relocation policy.

Mr. Hernandez has no family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Hernandez has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which Mr. Hernandez was appointed as the Company's Senior Vice President and Chief Accounting Officer.

A copy of the Company's press release announcing the appointment of Mr. Hernandez is attached hereto as Exhibit 99.2.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                                 Description

Exhibit 99.1     Press release of Hilton Grand Vacations Inc., dated July 30, 2020,
               announcing the results for the quarter ended June 30, 2020.
Exhibit 99.2     Press release of Hilton Grand Vacations Inc., dated July 30, 2020,
               announcing the appointment of its new Chief Accounting Officer.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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