Company

Award Type

Disclosure

Relevant Filing and Link

Hilton Grand Vacations Inc.

Performance RSUs

On December 21, 2020, the Compensation Committee . . . approved a modification to . . . the 2018 Performance RSUs . . . . The effect of the modification is to (i) truncate the performance period [from December 31, 2020] to December 31, 2019, (ii) measure performance as of December 31, 2019, and (iii) pro-rate the payout by two-thirds to reflect the fact that performance was only measured over two-thirds of the Performance Period. Based on actual performance measured as of December 31, 2019, the Performance RSUs were earned at 143% of target, which amount was then prorated as described above, resulting in a pay out at 95% of target. If the Compensation Committee had not approved this modification, then the payout on the 2018 Performance RSUs would have been zero.

Form 8-K, filed December 23, 2020

Hilton Worldwide Holdings Inc.

Performance share units

Due to these unforeseen circumstances and global economic conditions, the Company's achievement of the performance targets for the 2018 performance awards became impossible and the achievement of the performance targets for the 2019 and 2020 performance awards highly unlikely, which would result in a zero payout under the Company's 2018, 2019 and 2020 performance awards and approved the modifications described below . . . . As a result, the Committee sought to effectively replace the original 2018, 2019 and 2020 performance awards . . . . For the performance share units awarded in 2018, the Committee certified the achievement level at 200% for two thirds of the performance period based on the Committee's determination that the achievement level would have been 200% if the performance period had ended on December 31, 2019 (so that each participant will receive a payout equal to two thirds of the target number of performance share units at 200%) . . . . For the performance share units awarded in 2019, the Committee certified the achievement level at 138% for one third of the performance period . . . and established four new performance goals, each weighted at 25% . . . . For the performance share units awarded in 2020, the Committee established four new performance goals, each weighted at 25%.

Form 8-K, filed December 22, 2020

Darden Restaurants, Inc.

Annual bonuses

On December 15, 2020, the Compensation Committee established rules to measure performance results [for the fiscal year ending May 30, 2021] for the annual incentive plan for each of our named executive officers . . . . The Compensation Committee determined that performance for the second half of the fiscal year will be determined using a single performance measure, Adjusted Diluted Earnings Per Share (Adjusted EPS), and established threshold, target and maximum performance goals for Adjusted EPS. The performance results for the second half of the year may be adjusted up or down by no more than 20% of target amount . . . based on the subjective performance criteria established in the AIP document for fiscal 2021.

Form 8-K, filed December 18, 2020

The Chefs' Warehouse, Inc.

Annual bonuses

Annual Bonuses: For fiscal year 2020, the Company's 2020 Cash Incentive Plan (the "2020 AIP") will payout at 50% of target on December 17, 2020 to each of the named executive officers. In recognition of critical financial, operational and strategic priorities that surfaced during the year in connection with COVID-19, and in order to support the retention of talent and to provide a continuing incentive for performance, the Committee exercised its discretionary authority under the AIP to determine the bonus based on considerations in addition to the revenue and AEBITDA performance measures included in the 2020 AIP. In exercising its discretion, the Committee took into account a variety of actions taken by management in 2020, including cash flow and liquidity preservation, adapted distribution and a new B2C distribution channel, the enabling of efficient remote work and frontline team safety, organizational enhancements to build the team of the future, and public policy efforts and engagement to support the restaurant industry.

Performance-Based Restricted Stock Awards: The Committee certified performance achievement at 83% of target under performance-based restricted stock awards ("PRSAs") granted during fiscal year 2018 and covering the performance period beginning on the first day of fiscal year 2018 and ending on the last day of fiscal year 2020 . . . based on achievement of 100% for fiscal years 2018 and 2019 and 50% for fiscal year 2020. In making the determination for fiscal year 2020, the Committee used the same discretionary performance factors as were used in determining the 2020 AIP payout, in addition to the ROIC (return on invested capital) and EBITDA margin targets included in the PRSAs.

Form 8-K, filed December 4, 2020

Aramark

Annual bonuses

The COVID-19 pandemic has had a number of impacts on the business of Aramark (the "Company") . . . [the] mandated closures and reductions in demand have reduced our revenue by 21% during fiscal 2020, making the . . . goals for fiscal 2020 under our Management Incentive Bonus Plan ("MIB") unattainable. Despite the impact of these closures and reductions in demand, which were fully outside of management's control, our employees, including our Named Executive Officers ("NEOs"), responded quickly to support Aramark and its employees in a number of ways . . . . [The Compensation Committee] determined that the NEOs had achieved 100% of the individual objective portion of the MIB (constituting 10% of the MIB award) based on their extraordinary leadership during the COVID-19 pandemic and that the financial performance portion of the MIB had not been attained and would not result in any payout. In view of the fact that the financial targets for fiscal 2020 under the MIB were set in 2019, prior to the development of the COVID-19 pandemic, and considering the efforts of our NEOs in navigating the unprecedented impact of COVID-19, the Compensation Committee determined to approve an additional payment to each of the NEOs equal to 30% of their respective target bonuses resulting in total payouts to each of the NEOs of 40% of their respective target bonuses.

Form 8-K, filed November 19, 2020

Expedia Group, Inc.

Performance-based stock options

On March 2, 2018, [the Company's Chief Legal Officer,] Mr. Dzielak was granted 51,280 performance-based stock options that vest 50% subject to the satisfaction of a stock price goal of $200 on September 15, 2021 and the remaining 50% subject to the satisfaction of a stock price goal of $180 on September 30, 2021 . . . . The Committee determined that it was appropriate to modify the [stock options] such that in the event that the stock price goal is not satisfied for the $180 target, 50% of the [stock options] will vest on February 15, 2022, representing a 4.5 month extension of vesting beyond the performance measurement period, and in the event the stock price goal is not satisfied for the $200 target, the remaining 50% of the [stock options] will vest on February 15, 2023, representing a 17 month extension of vesting beyond the performance period, subject to Mr. Dzielak's continued employment.

Form 8-K, filed November 13, 2020