Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2020, the board of directors (the "Board") of Hilton Worldwide Holdings Inc. (the "Company"), upon the recommendation of the Board's nominating and ESG committee, appointed Chris Carr to the Board, effective August 5, 2020, with a term that expires at the Company's 2021 annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Carr will serve on the Board's nominating and ESG committee. The Board affirmatively determined that Mr. Carr is independent under the guidelines for director independence set forth in the Company's Corporate Governance Guidelines and under applicable New York Stock Exchange rules. Mr. Carr will receive compensation as a non-employee director in accordance with the Company's compensation program for eligible non-employee directors as described in the Company's 2020 Proxy Statement, filed with the Securities and Exchange Commission (the "SEC") on April 24, 2020. In addition, Mr. Carr is expected to enter into an indemnification agreement with the Company, on substantially the same terms contained in the Company's standard form previously filed with the SEC, which provides for indemnification of the indemnitee to the fullest extent permitted by Delaware law.

Item 7.01 Regulation FD Disclosure.

The press release issued on August 5, 2020 announcing Mr. Carr's election to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference

The information contained under Item 7.01, including Exhibit 99.1, is being furnished 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 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.             Description
99.1                      Press release    , dated August 5, 2020
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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