Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



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  Preliminary Proxy Statement
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  Definitive Proxy Statement
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 9, 2019.










SUITE 1100

MCLEAN, VA 22102



Meeting Information


Meeting Type:          Annual Meeting


For holders as of:     March 15, 2019


Date:   May 9, 2019     Time:  10:00 A.M. Central Time


Location:   Canopy by Hilton Dallas Uptown

                     2950 Cityplace West Boulevard

                     Dallas, Texas 75204




You are receiving this communication because you hold shares in the company named above.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.





See the reverse side of this notice to obtain proxy materials and voting instructions.




— Before You Vote —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:




How to View Online:


Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

      1) BY INTERNET:     
      2) BY TELEPHONE:           1-800-579-1639    
      3) BY E-MAIL*:     


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 25, 2019 to facilitate timely delivery.





— How To Vote —

Please Choose One of the Following Voting Methods







Vote In Person: Many stockholder meetings have attendance requirements. You will need proof of identification along with either this Notice, your Proxy Card or proof of ownership as of the record date. Please check the Proxy Statement for any special requirements for meeting attendance. To obtain directions to the meeting, please contact Investor Relations at 703-883-5476 or At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Voting Items   



The Board of Directors recommends you vote FOR the election of the following nine director nominees:


1.  Election of Directors




1a.   Christopher J. Nassetta


1b.  Jonathan D. Gray


1c.   Charlene T. Begley


1d.  Melanie L. Healey


1e.   Raymond E. Mabus, Jr.


1f.   Judith A. McHale


1g.  John G. Schreiber


1h.  Elizabeth A. Smith


1i.   Douglas M. Steenland




The Board of Directors recommends you vote FOR the proposals 2, 3 and 4.


2.  Approval of the Hilton 2019 Employee Stock Purchase Plan.


3.  Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019.


4.  Approval, in a non-binding advisory vote, of the compensation paid to the Company’s named executive officers.


NOTE: To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.