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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.                           )

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ILG, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

            Notice is hereby given that the 2018 Annual Meeting of Stockholders (the "Annual Meeting") of ILG, Inc., a Delaware corporation ("ILG"), will be held at our offices located at 6262 Sunset Drive, Miami, Florida 33143, on Monday, May 15, 2017,Tuesday, June 12, 2018, at 4:30 p.m.10:00 a.m., local time, for the following purposes:

1.

To elect each of the thirteen nominees named in the accompanying proxy statement (or, if necessary, any substitute nominees selected by our board of directors) as a director,directors, each to serve until the 20182019 annual meeting and until his or her successor is duly elected and qualified;



2.

To approve, in aan advisory non-binding vote, the compensation of our named executive officers;



3.

To determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years;



3.

To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for ILG for the fiscal year ending December 31, 2017;2018; and



4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

            This booklet contains our notice of the Annual Meeting and our proxy statement.

Only stockholders of record at the close of business on March 21, 2017April 24, 2018 will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

            Your vote is important.    Whether or not you plan to attend the meeting, please vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a proxy card or voting instruction card by mail, you also may submit your proxy card or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope provided. Any stockholder attending the meeting may vote in person, even if you have already returned a proxy card or voting instruction card. If your shares are held in the name of a bank, broker or other holder of record, you may vote in person at the Annual Meeting only if you provide a legal proxy from such bank, broker or other holder of record.

		By Order of the Board of Directors,
		Victoria J. Kincke Secretary

Dated: March 28, 2017May 7, 2018

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

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ILG, INC.
6262 SUNSET DRIVE
MIAMI, FLORIDA 33143

PROXY STATEMENT FOR THE
20172018 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

            This proxy statement and the enclosed proxy card are furnished to you in connection with the solicitation of proxies by the boardBoard of directorsDirectors of ILG, Inc., or ILG for use at ILG's 20172018 Annual Meeting of Stockholders. This proxy statement summarizes information you need to know to vote at the annual meeting. The annual meetingAnnual Meeting will be held at our principal executive officeoffices located at 6262 Sunset Drive, Miami, Florida 33143 on Monday, May 15, 2017,Tuesday, June 12, 2018, at 4:30 p.m.10:00 a.m., local time. Our telephone number is (305) 666-1861.

            The proxy materials, including this proxy statement, proxy card and our 2016 annual report,2017 Annual Report, are being made availablemailed on or about April 3, 2017May 9, 2018 to all stockholders of record at the close of business on March 21, 2017.April 24, 2018. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

            It is important that your shares be represented and voted at the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy in advance via the internet, the telephone or by signing, dating and returning the enclosed proxy card so that if you are unable to attend the Annual Meeting, your shares can still be represented and voted. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

            If you are a registered stockholder, you may use the enclosed proxy card to vote by Internet, by telephone or by signing, dating and returning the proxy card in the postage-paid envelope provided. If you beneficially hold your shares in "street name" through a bank, broker or other nominee, please follow the instructions on the voting instruction form provided to you by such nominee to vote by Internet, by telephone or by signing, dating and returning the enclosed voting instruction form in the postage-paid envelope provided.

            Proxies will be voted at the Annual Meeting in accordance with the specifications you make on the proxy. If you sign a proxy card or submit a proxy by telephone or over the Internet and do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of our Board of Directors.

            Electronic Access.    In accordance with rules and regulations adopted by the SEC, we have elected to provide our stockholders access to our proxy materials over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, was mailed on or about April 3, 2017 to our stockholders who owned our common stock at the close of business on March 21, 2017.    Stockholders have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice.

              The Notice also provided instructions on how you can elect to receive future proxy materials electronically or in printed form by mail.website:www.proxyvote.com. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election. Choosing to receive future proxy materials electronically will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you and will conserve natural resources.

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              CostTable of Solicitation.    We will bear the expense of soliciting proxies. ILG has retained D.F. King & Co., Inc., a proxy solicitation firm, to solicit proxies in connection with the annual meeting at a cost of $12,500 plus expenses. In addition to these proxy materials, our directors and employees (who will receive no compensation in addition to their regular compensation) may solicit proxies in person, by telephone or email. We will reimburse banks, brokers, and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses for sending proxy materials to, and obtaining instructions from, persons for whom they hold shares.Contents

            Proxy solicitor.Help in Voting Your Shares.    ILG stockholders who need assistance in voting their shares or need a copyadditional copies of thisthe proxy statement should contact:materials may call:

D.F. King & Co., Inc.Innisfree M&A Incorporated
48 Wall Street, 22^nd501 Madison Avenue, 20th Floor
New York, NY 1000510022

Stockholders May Call:
Call Toll Free: (866) 751-6309Toll-Free at (877) 800-5192 (from the U.S. and Canada)
(412) 232-3651 (from other locations)
Banks and Brokers May Call Collect: (212) 269-5550
Email: ilg@dfking.com750-5833

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QUESTIONS AND ANSWERSQuestions and Answers

Who may vote at the meeting?

              If you owned our stock on March 21, 2017, the record date, you may attend and vote at the meeting. As of March 21, 2017, there were 124,306,695 shares of our common stock outstanding and entitled to vote at the meeting. Holders of our common stock at the close of business on the record date are entitled to one vote per share on all matters voted on at the meeting.

What is the quorum requirement for the meeting?

              We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of our common stock as of the record date are present at the annual meeting, either in person or by proxy. Proxies we receive marked as abstentions or broker non-votes (shares held in "street name" by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) will be included in the calculation of the number of shares considered to be present at the meeting.

What matters will ILG stockholders vote on at the annual meeting andAnnual Meeting, what vote is required for each?each matter and what are the recommendations of our Board of Directors?

ILG stockholders will vote on the following proposals:

•

Proposal 1—To elect each of the thirteen nominees named in this proxy statement (or, if necessary, any substitute nominees selected by our board of directors) as a director,directors, each to serve until the 20182019 annual meeting and until his or her successor is duly elected and qualified.


The thirteen director nominees receiving the greatest number of "for" votes will be elected. ILG has a majority voting policy as part of its corporate governance guidelines. This majority voting policy is applicable solely to uncontested elections, for which the number of nominees does not exceed the number of directors to be elected. Under the majority voting policy, any nominee that receives more "withhold" votes than "for" votes in an uncontested election must submit a written offer to resign as a director. Any such resignation will be reviewed by our nominating committee and, within 90 days after the election, the independent members of the boardBoard of directorsDirectors will determine whether to accept, reject or take other appropriate action with respect to, the resignation, in furtherance of the best interests of ILG and its stockholders.

Our Board of Directors recommends that you voteFOR ALL in Proposal 1 to elect each of the thirteen director nominees listed in this proxy statement.

•

Proposal 2—To approve, ain an advisory non-binding advisory resolution onvote, the compensation of our named executive compensation.officers.


Proposal 2This proposal requires the affirmative approval of a majority of votes cast by holders of our common stock present in person, or by proxy, at the Annual Meeting. AbstentionsMeeting and broker non votes will not be considered votes castvoting on the proposal and will not have a positive or negative effect on the outcome of the proposal.

•

Proposal 3—To determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years.


Proposal 3 will be determined by a plurality of the votes cast.matter. Abstentions and broker non votes will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of the proposal.

Our Board of Directors recommends that you voteFOR in Proposal 2 to approve the non-binding advisory resolution on executive compensation.

•

Proposal 43—To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for ILG for thefiscal year ending December 31, 2017.2018.


Proposal 4This proposal requires the affirmative approval of a majority of votes cast by holders of our common stock present in person, or by proxy, at the annual meeting.Annual Meeting and voting on the matter. Abstentions will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of this proposal. Because Proposal 43 should be considered a "routine" matter (as described below), we do not anticipate any broker non-votes.

TheOur Board of Directors recommends that you voteFOR the election of the thirteen directors listed in Proposal 1,3 on the proxy card to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm.

•

Other ItemsFOR—If any other item requiring a stockholder vote should come before the Annual Meeting, the vote required will be determined in accordance with applicable law, NASDAQ rules and our Amended and Restated Certificate of Incorporation and Bylaws, as applicable.

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Proposal 2,ONE year Do you expect other candidates to be nominated for Proposal 3election as directors at the Annual Meeting in opposition to the Board's nominees?

            No. FrontFour Capital Group LLC (together with its affiliates andFOR Proposal 4. related parties, "FrontFour") had previously notified ILG of its intent to nominate a slate of four nominees for election as directors at the Annual Meeting. However, on May 1, 2018, in a filing with the SEC, FrontFour announced that it had determined to withdraw its slate of nominees for election to the Board of Directors at the Annual Meeting. Because the deadline, as provided in our Bylaws, for a stockholder to provide notice to ILG of its intent to nominate candidates for election as directors at the Annual Meeting has already passed, no candidates may be nominated for election as directors at the Annual Meeting in opposition to the Board's candidates.

How will my shares be voted?

            The common stock represented by your proxy will be voted in accordance with specifications provided on your proxy card or voting instruction cardform or with specifications you provided by telephone or Internet. If any other matters shall properly come before the annual meeting,Annual Meeting, the persons named in your proxy, or their substitutes, will determine how to vote thereon in accordance with their judgment. The boardjudgment, to the extent permitted by Rule 14(a)-4(c) under the Securities Exchange Act of directors1934, as amended (the "Exchange Act"). At this time our Board of Directors does not know of any other matters that will be presented for action at the annual meeting.Annual Meeting that are not addressed in this proxy statement.

What happens if I do not give specific voting instructions?

•

Stockholders of Record.    If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by theour Board of Directors on all matters presented in this proxy statement, i.e., for the election of the thirteen directors as set forth under Proposal 1 (Election of Directors), and nominated herein, in favor of Proposal 2 (approval of non-binding advisory resolution on executive compensation), in favor of voting one year for Proposal 3 (determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years) and in favor of Proposal 43 (ratification of Ernst & Young LLP as independent registered public accounting firm) and as the proxy holders or their substitutes may determine in their discretion, to the extent permitted by Rule 14(a)-4(c) under the Exchange Act, with respect to any other matters properly presented for a vote at the annual meeting.Annual Meeting.



•

Beneficial Owners of Shares Held in Street Name.    If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a "non-routine" matter, the organization that holds your shares will note that it does not have the authority to vote on such matters with respect to your shares. This is generally referred to as a "broker non-vote." We believe that Proposal 43 will be considered a "routine" matter and Proposals 1 2 and 32 will be considered "non-routine."Therefore it is important that you provide voting instructions to your broker.

How canwill I get electronic access toreceive the proxy materials?

            YouWe are mailing a printed copy of this proxy statement, the accompanying proxy card and the 2017 Annual Report to our stockholders beginning on or about May 9, 2018.

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            Alternatively, you can view the proxy materials for the meetingAnnual Meeting on the Internet at www.proxyvote.com. Please have your control number available. Your control number can be found on your Notice. If you

received a paper copy of your proxy materials, your control number can be found on your proxy card or voting instruction card.Internet:www.proxyvote.com. Our proxy materials are also available on our Investor Relations website at www.iilg.com.www.ilg.com.

CanWhy did I vote my shares by filling out and returning the Notice?receive these proxy materials?

            No.You have received these proxy materials because you are a stockholder of ILG, and our Board of Directors is soliciting authority, or proxy, to vote your shares at the Annual Meeting. These proxy materials include our notice of the Annual Meeting, proxy statement and 2017 Annual Report. These materials also include a proxy card or voting instruction form for the Annual Meeting. These proxy cards are being solicited on behalf of our Board of Directors. The Noticeproxy materials include detailed information about the matters that will however,be discussed and voted on at the Annual Meeting and provide updated information about ILG that you should consider in order to make an informed decision when voting your shares.

What is a proxy?

            It is your legal designation of another person to vote on matters transacted at the Annual Meeting based upon the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. The form of proxy card included with this proxy statement designates each of Craig M. Nash and William L. Harvey as proxies for the Annual Meeting.

What is a proxy statement?

            It is a disclosure document that the SEC's regulations require us to give you so that you can make an informed voting decision when we ask you to sign the proxy card designating individuals as proxies to vote on your behalf.

Who may vote at the Annual Meeting?

            If you owned our stock at the close of business on April 24, 2018, the record date, you may attend and vote at the Annual Meeting. At the close of business on April 24, 2018, there were 124,207,141 shares of our common stock outstanding and entitled to vote at the Annual Meeting. Holders of our common stock at the close of business on the record date are entitled to one vote per share on all matters voted on at the Annual Meeting. No stockholders becoming owners of record after the record date will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

What is the quorum requirement for the Annual Meeting?

            We will have a quorum and will be able to conduct the business of the Annual Meeting if the holders of a majority of the outstanding shares of our common stock as of the record date are present at the Annual Meeting, either in person or by proxy. Proxies we receive marked as abstentions or any broker non-votes (shares held in "street name" by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) will be included in the calculation of the number of shares considered to be present at the Annual Meeting.

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What is the difference between a stockholder of record and a stockholder who holds stock in street name?

            If your shares are registered in your name, you are a stockholder of record. When you properly vote in accordance with the instructions provided in the voting instruction form, you are instructing the named proxies to vote your shares in the manner you indicate on your proxy.

            If your shares are held in the name of your broker or other institution, your shares are held in "street name." Your broker or other institution or its respective nominee is the stockholder of record for your shares. As the holder of record, only your broker, other institution or nominee is authorized to vote or grant a proxy for your shares. Accordingly, if you wish to vote your shares in person, you must contact your broker or other institution to obtain the authority to do so in the form of a "legal proxy" which you must provide at the Annual Meeting. When you properly vote in accordance with the instructions provided in the voting instruction form, you are giving your broker, other institution or nominee instructions on how to vote the shares they hold for you on your behalf.

            Applicable SEC and NASDAQ regulations severely limit the matters your broker may vote on without having been instructed to do so by Internet, by telephone, by requestingyou, especially as they relate to the election of directors and returning a paper proxy card orcompensation matters. We urge you to instruct your broker about how you wish your shares to be voted. For additional information, refer to the answers provided under the question "What happens if I do not give specific voting instruction card, or by submitting a ballot in person at the meeting.instructions?" set forth above.

What do I need to do to vote at the annual meeting?Annual Meeting?

            We encourage you to vote promptly.promptly by following the instructions indicated on your proxy card or voting instruction form. Telephone and Internet voting are available through 11:59 p.m. Eastern Time on Sunday, May 14, 2017.Monday, June 11, 2018. If your shares are registered in your name, then you are a "registered holder" and you may vote in person at the annual meetingAnnual Meeting or by proxy. Registered and beneficial holders may vote in one or more of the following ways:

•

By Internet.    You may vote your shares over the Internet by logging ontowww.proxyvote.com using the control number found on your proxy card or voting instruction card and following the steps outlined on the secure website. As with the telephone voting system, you will be able to confirm that the system has properly recorded your votes.



•

By Telephone.    You may vote your shares by calling1-800-690-6903 and following instructions provided by the recorded message. You may vote by telephone 24 hours a day. The telephone voting system allows you to confirm that the system has properly recorded your votes.



•

By Internet.Mail.    You may vote your shares over the Internet by logging ontowww.proxyvote.com using the control number found on your Notice, proxy card or voting instruction card and following the steps outlined on the secure website. As with the telephone voting system, you will be able to confirm that the system has properly recorded your votes.



•

By Mail.    If you have received printed proxy materials, you may vote by mail by completing, signing and signingdating your proxy card if your shares are held of record in your name or, for shares held beneficially in "street name," by following the voting instructions included by your stockbroker, trustee or nominee, and mailing it in the enclosed envelope.



•

In Person.    If your shares are held of record by our transfer agent in your name as of the record date, you may vote at the meetingAnnual Meeting by providing a ballot or proxy at the annual meeting.Annual Meeting. If you are a beneficial holder of shares held in "street name" through a broker, trustee, bank or other nominee that holds shares on your behalf, you may vote in person at the annual meetingAnnual Meeting by obtaining a legal proxy from the nominee that holds your shares.

            Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance via the internet, the telephone or by signing, dating and returning the proxy card so that if

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you are unable to attend the Annual Meeting, your shares can still be voted. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Only persons with proof of stock ownership as of the record date and/or their designated representatives will be admitted to the annual meeting.Annual Meeting. If you are a registered stockholder, please bring a form of photo identification with you to the annual meeting.Annual Meeting. If your shares are not registered in your name, you must bring proof of share ownership (such as a recent bank or brokerage firm account statement, together with photo identification) to be admitted to the annualAnnual Meeting. If you do not have valid photo identification or proof of your stock ownership, you will not be admitted to the meeting. For security purposes, packs and bags will be inspected and you may be required to check these items. Please arrive early enough to allow yourself adequate time to clear security.

Can I change my vote?vote or revoke my proxy?

            You may revoke your proxy at any time before a vote is taken at the meetingAnnual Meeting by giving notice to us in writing or at the meetingAnnual Meeting or by executing and forwarding a later-dated proxy to us or voting a later proxy by telephone or the Internet. YourYou can also change your vote by voting in person at the Annual Meeting, but your presence at the annual meetingAnnual Meeting will not automatically revoke your proxy. If you are a beneficial stockholder only, you should check with the broker, trustee, bank or other nominee who holds your shares to determine how to change or revoke your vote.

Only the latest validly executed proxy that you submit will be counted.

Where can I find the voting results of the Annual Meeting?

            We will publicly disclose the preliminary voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting. The final voting results, which are tallied and certified by independent inspectors will be published as soon as possible thereafter.

Who pays for the proxy solicitation and how will ILG solicit votes?

            We will bear the expense of soliciting proxies. ILG has retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Annual Meeting at a cost of $25,000 plus expenses. In addition to these proxy materials, our directors and employees (who will receive no compensation in addition to their regular compensation) may solicit proxies in person, by telephone or email. We will reimburse banks, brokers, and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses for sending proxy materials to, and obtaining instructions from, persons for whom they hold shares.

What does it mean if I receive more than one package of proxy materials?

            This means that you have multiple accounts holding ILG shares. These may include: accounts with our transfer agent, Computershare Investor Services, and accounts with a broker, bank or other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on the proxy card or voting instruction forms that you receive to ensure that all of your shares are voted.

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How do I contact our Board of Directors?

            You can send written communications to one or more members of our Board of Directors, addressed to:

Chairman, Board of Directors
c/o Secretary
ILG, Inc.
6262 Sunset Drive
Miami, Florida 33143

            All such communications will be forwarded to the relevant director(s), except for solicitations or other matters unrelated to ILG.

How do I submit a stockholder proposal or nominate directors for the 2019 annual meeting?

            Our 2019 annual meeting is currently expected to be held in May 2019. To be eligible under the SEC stockholder proposal rule (Rule 14a-8 promulgated under the Exchange Act) for inclusion in next year's proxy statement, and form of proxy, a stockholder must submit the proposal in writing so that we receive it no later than 5:00 p.m. Eastern Time on January 9, 2019. Proposals should be addressed to ILG's Secretary at 6262 Sunset Drive, Miami, Florida 33143. Even if a stockholder proposal is not eligible for inclusion in our proxy statement pursuant to Rule 14a-8, the proposal may still be offered for consideration at an annual meeting according to the procedures set forth in our Bylaws. Our Bylaws contain certain advance notice requirements with respect to any stockholder proposal and of any nominations by stockholders of persons to stand for election as directors at a stockholders' meeting. To be adequate, that notice must contain the information specified in our Bylaws and be received by us not earlier than February 23, 2019 nor later than 5:00 p.m., Eastern Time, on March 25, 2019. If, however, the date of the Annual Meeting is advanced or delayed by more than 30 days from June 12, 2019, timely notice by the stockholder must be delivered not later than the 90th day prior to the date of such Annual Meeting or, if later, the tenth day following the day on which public announcement of the date of such meeting is first made.

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PROPOSALS REQUIRING YOUR VOTE

            The following three proposals will be presented at the 2018 Annual Meeting for your vote. When voting by Internet or telephone, you will be instructed how to vote for or against or abstain from voting on these proposals. If you received a printed copy of your proxy materials, space is provided on the proxy card to vote for or against or abstain from voting on each of the proposals.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR ALL NOMINEES LISTED IN PROPOSAL 1, ANDFOR PROPOSALS 2 AND 3.

PROPOSAL 1—ELECTION OF DIRECTORS

            At the annual meeting,Annual Meeting, ILG's stockholders will be asked to vote for the election of the thirteen director nominees named below,directors, each to serve until the next annual meeting and until his or her successor is duly elected and qualified. All of the nominees named below are incumbent directors. Starwood Hotels & Resorts Worldwide, LLC., referred to as Starwood,Qurate Retail Group (formerly Liberty Interactive Corporation) ("Qurate") has the right to nominate fourtwo directors serving on ILG's board and Liberty Interactive Corporation hasStarwood Hotels & Resorts Worldwide, LLC ("Starwood"), previously had the right to nominate twofour directors serving on ILG's board, in each case as described in more detail below under "Certain Relationships and Related Transactions."

            Common stock represented by proxies on the proxy card, unless otherwise specified, will be voted for the election of the thirteen nominees.nominees named below. If, by reason of death or other unexpected occurrence, any one or more of the nominees should not be available for election, the proxies will be voted for the election of one or more substitute nominees as the board may nominate.

            None of the nominees is related to another or to any other director or any executive officer of the Company by blood, marriage, or adoption.

            It is expected that all nominees proposed by our Board of Directors will be able to serve on the board if elected. However, if before the election one or more nominees are unable to serve or for good cause will not serve (a situation that we do not anticipate), the proxy holders named on the proxy card will vote the proxies for the remaining nominees and for substitute nominees chosen by our Board of Directors. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC.

Recommendation

            THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ON THE PROXY CARD OR BY INTERNET OR TELEPHONE AS SET FORTH ON THE PROXY CARD "FOR ALL" THE NOMINEES IDENTIFIED BELOW.

            The thirteen director nominees receiving the greatest number of "for" votes will be elected. ILG has a majority voting policy as part of its corporate governance guidelines. This majority voting policy is applicable solely to uncontested elections, for which the number of nominees does not exceed the number of directors to be elected. Under the majority voting policy, any nominee that receives more "withhold" votes than "for" votes in an uncontested election must submit a written offer to resign as a director. Any such resignation will be reviewed by our nominating committee and, within 90 days after the election, the independent members of the Board of Directors will determine whether to accept, reject or take other appropriate action with respect to, the resignation, in furtherance of the best interests of ILG and its stockholders.

            The following information is supplied for each person that our Board of Directors nominated and recommended for election and is based upon our records and information furnished to us by the nominees. It includes the experience, qualifications, attributes or skills that caused the nominating committee and the Board of Directors to conclude that the person should serve as one of our directors.

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Information Regarding the Director Nominees

Craig M. Nash, age 63, has served as

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Table of ILG since May 2008 and as Chairman of the Board of ILG since August 2008. Mr. Nash served as President of Interval International from August 1989 until September 2014. Prior to assuming this role, Mr. Nash served in a series of increasingly significant roles with Interval International, including as General Counsel. Mr. Nash joined Interval in 1982. Mr. Nash serves on the Board of Directors of the American Resort Development Association and is also a member of its Executive Committee.

David Flowers, age 63, has served as a director of ILG since August 2008. Prior to December 31, 2014, Mr. Flowers served as Senior Vice President and Managing Director, Alternative Investments of Liberty Media Corporation, which holds ownership interests in a broad range of electronic retailing, media, communication and entertainment businesses, since October 2000, Treasurer since April 1997 and Vice President since June 1995. He also served as Senior Vice President and Treasurer of Discovery Holding Company from May 2005 to September 2008. Mr. Flowers was a member of the board of directors of Sirius XM Radio Inc., a subscription satellite radio company from March 2009 until December 2014. Since October 2015, he has served on the board and as chairman of the audit committee and on the remuneration committee of Digital Global Services Ltd. (DGS), a London AIM-listed provider of outsourced online customer acquisition solutions. DGS became a private company in December 2016. Mr. Flowers was nominated as a director of ILG by Liberty Interactive Corporation.

Victoria L. Freed, age 60, has served as a director of ILG since October 2012. Ms. Freed has also served as Senior Vice President, Sales, Trade Support and Service for Royal Caribbean International, a global cruise vacation company, since January 2008. Prior to joining Royal Caribbean, she spent 29 years with Carnival Cruise Lines, where she was Senior Vice President of Sales and Marketing for 15 years. From 1998 to 2000, Ms. Freed also served as the first female chairman of the Cruise Line International Association, the marketing and travel agent training arm of the North American cruise industry. Ms. Freed earned a bachelor's degree in business with an emphasis in marketing from the University of Colorado. She also holds a Certified Travel Counselor (CTC) designation.

Lizanne Galbreath, age 59, has served as a director of ILG since May 2016. Ms. Galbreath has been the Managing Partner of Galbreath & Company, a real estate investment firm, since 1999. From April 1997 to 1999, Ms. Galbreath was Managing Director of LaSalle Partners/Jones Lang LaSalle, a real estate services and investment management firm, where she also served as a director. From 1984 toContents

​		Director Since: 2008 Board Committees: None Age: 63		DAVID FLOWERS Position, Principal Occupation and Professional Experience: Mr. Flowers has served as a director of ILG since August 2008. Prior to December 31, 2014, Mr. Flowers served as Senior Vice President and Managing Director, Alternative Investments of Liberty Media Corporation, which holds ownership interests in a broad range of electronic retailing, media, communication and entertainment businesses, since October 2000, Treasurer since April 1997 and Vice President since June 1995. He also served as Senior Vice President and Treasurer of Discovery Holding Company from May 2005 to September 2008. Mr. Flowers was a member of the board of directors of Sirius XM Radio Inc., a subscription satellite radio company from March 2009 until December 2014. Since October 2015, he has served on the board and as chairman of the audit committee and on the remuneration committee of Digital Global Services Ltd. ("DGS"), a London AIM-listed provider of outsourced online customer acquisition solutions. DGS became a private company in December 2016. Mr. Flowers was nominated as a director of ILG by Qurate. Other Current Public Directorships: None Prior Public Company Directorships (within the last five years): Sirius XM Radio Inc. Director Qualifications: Mr. Flower's qualifications to serve on the Board include his financial, investment and public company experience as a senior finance executive of a large public company.

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​	​	Director Since: 2012 Board Committees: Compensation Age: 61	​	VICTORIA L. FREED Position, Principal Occupation and Professional Experience: Ms. Freed has served as a director of ILG since October 2012. Ms. Freed has also served as Senior Vice President, Sales, Trade Support and Service for Royal Caribbean International, a global cruise vacation company, since January 2008. Prior to joining Royal Caribbean, she spent 29 years with Carnival Cruise Lines, where she was Senior Vice President of Sales and Marketing for 15 years. From 1998 to 2000, Ms. Freed also served as the first female chairman of the Cruise Line International Association, the marketing and travel agent training arm of the North American cruise industry. Ms. Freed earned a bachelor's degree in business with an emphasis in marketing from the University of Colorado. She also holds a Certified Travel Counselor (CTC) designation. Other Current Public Directorships: None Prior Public Company Directorships (within the last five years): None Director Qualifications: Ms. Freed's qualifications to serve on the Board include her sales, marketing and consumer insight experience in the leisure and tourism industry as a senior executive with two major cruise companies.

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1997, Ms. Galbreath served in a varietyTable of Contents

​	​	Director Since: 2016 Board Committees: Nominating Age: 60	​	LIZANNE GALBREATH Position, Principal Occupation and Professional Experience: Ms. Galbreath has served as a director of ILG since May 2016. Ms. Galbreath has been the Managing Partner of Galbreath & Company, a real estate investment firm, since 1999. From April 1997 to 1999, Ms. Galbreath was Managing Director of LaSalle Partners/Jones Lang LaSalle, a real estate services and investment management firm, where she also served as a director. From 1984 to 1997, Ms. Galbreath served in a variety of leadership positions including as a Managing Director, Chairman and Chief Executive Officer of The Galbreath Company, the predecessor entity of Galbreath & Company. Ms. Galbreath is also currently a director of Paramount Group, Inc. Ms. Galbreath has been a director of Starwood from 2005 to September 2016 and served on its Capital Committee, Compensation and Option Committee and Corporate Governance and Nominating Committee. Ms. Galbreath was nominated as a director of ILG by Starwood. Other Current Public Directorships: None Prior Public Company Directorships (within the last five years) : Starwood Hotels and Resorts Worldwide, LLC Director Qualifications: Ms. Galbreath's qualifications to serve on the Board include her senior leadership experience as manager of Galbreath & Company, real estate investment, development and strategy experience, and management and corporate governance experience, having served as a Director of another publicly-traded company.

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​	​	Director Since: 2015 Board Committees: Nominating and Strategic Review Age: 41	​	CHAD HOLLINGSWORTH Position, Principal Occupation and Professional Experience: Mr. Hollingsworth has served as a director of ILG since February 2015. Mr. Hollingsworth has been senior vice president of Qurate, Liberty Media Corporation, Liberty TripAdvisor Holdings, Inc. and Liberty Broadband Corporation since January 2016. He previously served as vice president of Qurate and Liberty Media Corporation since December 2011, having joined the company in November 2007, as well as vice president of Liberty TripAdvisor Holdings, Inc. since August 2014 and Liberty Broadband Corporation since October 2014. He also serves as a director of CommerceHub, Inc., a Nasdaq-listed distributed commerce network. Mr. Hollingsworth focuses on transaction and structuring opportunities, strategic advisory work and venture capital investment evaluation. He received his bachelor's degree from Stanford University in human biology, with honors, and earned the right to use the CFA® designation. Mr. Hollingsworth was nominated as a director of ILG by Qurate. Other Current Public Directorships: CommerceHub, Inc. Prior Public Company Directorships (within the last five years): None Director Qualifications: Mr. Hollingsworth's qualifications to serve on the Board include his merger and acquisition transaction experience, financial analysis skills and experience with corporate governance and management compensation plans.

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	​	Director Since: 2008 Board Committees: Audit and Nominating Age: 73	​	LEWIS J. KORMAN Position, Principal Occupation and Professional Experience: Mr. Korman has served as a director of ILG since August 2008. Mr. Korman is and has been a business advisor to various companies. From 2006 until December 2017, he was a business advisor to Sandler Travis Trade Advisory Services, a customs management, consulting and trade compliance company, and he continues to act as a consultant to the company that represents the interests of the former shareholders of this business since its acquisition by UPS, Inc. From 2002 until September 2017, Mr. Korman was a business advisor to Trident Media Group, a literary agency. From 1999 until its sale in April 2015, Mr. Korman was a director of Learning Express LLC, a company engaged in test preparation for occupational certification and test assessment for educational institutions through the internet. From 1998 through 2007, Mr. Korman served as Vice Chairman of RAB Holdings, which owned Millbrook Distribution Services (a distributor of specialty foods and health and beauty products to supermarkets), and The B. Manischewitz Company (a manufacturer of kosher and related ethnic food products). From 1997 to 2009, he was an advisor to X.L. Capital,  Ltd., a reinsurance company. From 1992 to 1997, until acquired by a predecessor of IAC/InterActiveCorp (IAC), Mr. Korman was President and Chief Operating Officer of Savoy Pictures Entertainment, motion picture distributor and owner of four Fox affiliated television stations. He served as Senior Executive Vice President and Chief Operating Officer of Columbia Pictures Entertainment (motion picture and television production and distribution) from 1988 until 1989, and as Senior Executive Vice President of its predecessor, TriStar Pictures from 1987. Mr. Korman was a partner in a law firm until 1986. Other Current Public Directorships: None Prior Public Company Directorships (within the last five years): None Director Qualifications: Mr. Korman's qualifications to serve on the Board include his business and legal experience as a business advisor and senior operating executive in areas involving strategy, financial analysis and planning, capital formation, acquisition and sale of companies, and in a variety of business transactions. He also has experience in corporate governance, serving as a director of other publicly-traded companies.

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	​	Director Since: 2008 Board Committees: Audit, Nominating and Executive Age: 55	​	THOMAS J. KUHN Position, Principal Occupation and Professional Experience: Mr. Kuhn has served as a director of ILG since August 2008. Mr. Kuhn is of counsel at the law firm of Covington & Burling, LLP. Prior to joining Covington in February 2017, Mr. Kuhn was the managing member of Doorbrook, LLC, an advisory and investment firm beginning January 2014. From 2000 through December 2013, Mr. Kuhn was a Managing Director at Allen & Company LLC, an investment banking firm. Prior to joining Allen, he was the Senior Vice President and General Counsel of USA Networks, Inc. (a predecessor to IAC). Other Current Public Directorships: None Prior Public Company Directorships (within the last five years): None Director Qualifications: Mr. Kuhn's qualifications to serve on the Board include his financial, legal and public company experience and his experience reading and understanding financial statements as a managing director at an investment banking firm and as the general counsel of a public company.

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	​	Director Since: 2008 Board Committees: Audit and Strategic Review Age: 53	​	THOMAS J. MCINERNEY Position, Principal Occupation and Professional Experience: Mr. McInerney has served on its Capital Committee, Compensation and Option Committee and Corporate Governance and Nominating Committee. Ms. Galbreath was nominated as a director of ILG since May 2008. Since June 2017, Mr. McInerney has served as Chief Executive Officer of Altaba Inc., a publicly-traded non-diversified closed end management investment company and has been a member of its board since 2012. From April 2012 through May 2017, Mr. McInerney was a private investor. Mr. McInerney previously served as Executive Vice President and Chief Financial Officer of IAC from January 2005 through March 2012. Mr. McInerney served as Chief Executive Officer of IAC's Retailing sector from January 2003 through December 2005. Prior to this time, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster (prior to it becoming a wholly-owned subsidiary of IAC in January 2003) and its predecessor company, Ticketmaster Online-Citysearch, Inc., since May 1999. Prior to joining Ticketmaster, Mr. McInerney worked at Morgan Stanley, most recently as a Principal. Mr. McInerney previously served as a director of Cardlytics, Inc., a purchase-based data intelligence platform, and HSN Inc., a television and online retailer. He currently serves as a director of Match Group, Inc., a leading provider of dating products. Other Current Public Directorships: Altaba Inc., Match Group, Inc. Prior Public Company Directorships (within the last five years): HSN Inc., Cardlytics, Inc. Director Qualifications: Mr. McInerney's qualifications to serve on the Board include his financial and public company experience as the chief executive officer and chief financial officer of public companies and his familiarity with ILG's business and operations as an executive of our former parent company. He also has broad experience in corporate governance, serving as a director of other publicly-traded companies.

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Table of ILG by Starwood.

Chad Hollingsworth, age 40, has served as a director of ILG since February 2015. Mr. Hollingsworth has been senior vice president of Liberty Interactive Corporation, Liberty Media Corporation, Liberty TripAdvisor Holdings, Inc. and Liberty Broadband Corporation since January 2016. He previously served as vice president of Liberty Interactive Corporation and Liberty Media Corporation since December 2011, having joined the company in November 2007, as well as vice president of Liberty TripAdvisor Holdings, Inc. since August 2014 and Liberty Broadband Corporation since October 2014. Mr. Hollingsworth focuses on transaction and structuring opportunities, strategic advisory work and venture capital investment evaluation. He received his bachelor's degree from Stanford University in human biology, with honors, and earned the right to use the CFA® designation. Mr. Hollingsworth was nominated as a director of ILG by Liberty Interactive Corporation.

Lewis J. Korman, age 72, has served as a director of ILG since August 2008. Mr. Korman is a business advisor to various companies: Trident Media Group, a literary agency in the media business, since 2002; Sandler Travis Trade Advisory Services, Inc., a customs management, consulting and trade compliance company, since 2006; and Sandler, Travis & Rosenberg, an international trade law firm and business practice, since 2007. From 1999 until its sale in April 2015, Mr. Korman was a director of Learning Express LLC, a company engaged in test preparation for occupational certification and test assessment for educational institutions through the internet. From 1998 through 2007, Mr. Korman served as Vice Chairman of RAB Holdings, which owned Millbrook Distribution Services (a distributor of specialty foods and health and beauty products to supermarkets), and The B. Manischewitz Company (a manufacturer of kosher and related ethnic food products). From 1997 to 2009, he was an advisor to X.L. Capital, Ltd., a reinsurance company. From 1992 to 1997, until acquired by a predecessor of IAC/InterActiveCorp (IAC), Mr. Korman was President and Chief Operating Officer of Savoy Pictures Entertainment, motion picture distributor and owner of four Fox affiliated television stations. He served as Senior Executive Vice President and Chief Operating Officer of Columbia Pictures Entertainment (motion picture and television production and distribution) from 1988 until 1989, and as Senior Executive Vice President of its predecessor, TriStar Pictures from 1987. Mr. Korman was a partner in a law firm until 1986.

Thomas J. Kuhn, age 54, has served as a director of ILG since August 2008. Mr. Kuhn is of counsel at the law firm of Covington & Burling, LLP. Prior to joining Covington in February 2017, Mr. Kuhn was the managing member of Doorbrook, LLC, an advisory and investment firm beginning January 2014. From 2000 through December 2013, Mr. Kuhn was a Managing Director at Allen & Company LLC, an investment banking firm. Prior to joining Allen, he was the Senior Vice President and General Counsel of USA Networks, Inc. (a predecessor to IAC).

Thomas J. McInerney, age 52, has served as a director of ILG since May 2008. Mr. McInerney served as Executive Vice President and Chief Financial Officer of IAC from January 2005 through March 2012. Mr. McInerney previously served as Chief Executive Officer of IAC's Retailing sector from January 2003 through December 2005. Prior to this time, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster (prior to it becoming a wholly-owned subsidiary of IAC in January 2003) and its predecessor company, Ticketmaster Online-Citysearch, Inc., since May 1999. Prior to joining Ticketmaster, Mr. McInerney worked at Morgan Stanley, most recently as a Principal. Mr. McInerney previously served as a director of Cardlytics, Inc., a purchase-based dataContents

​	​	Director Since: 2008 Board Committees: Compensation Age: 69	​	THOMAS P. MURPHY, JR. Position, Principal Occupation and Professional Experience: Mr. Murphy has served as a director of ILG since August 2008. Mr. Murphy is Chairman and Chief Executive Officer of Coastal Construction Group, a construction company, which he founded in 1989. Mr. Murphy has over 40 years of construction and development experience, which encompasses hospitality, resort, office, retail, industrial, institutional and residential projects. Mr. Murphy is an honorary board member of Baptist Health Systems of South Florida and is a member of the National Construction Industry Round Table, the National Association of Home Builders and the Florida Home Builders Association. He also serves as a director of The St. Joe Company, a New York Stock Exchange (NYSE) listed real estate developer. Other Current Public Directorships: The St. Joe Company Prior Public Company Directorships (within the last five years): None Director Qualifications: Mr. Murphy's qualifications to serve on the Board include his operational and related industry experience in development of resorts as the chief executive officer of a construction and development company. He also has experience in corporate governance serving as a director of another publicly-traded company.

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intelligence platform, and currently serves as a directorTable of HSN Inc., a television and online retailer, Yahoo! Inc., a digital media company, and Match Group, Inc., a leading providerContents

​	​	Director Since: 2016 Board Committees: Audit Age: 58	​	STEPHEN R. QUAZZO Position, Principal Occupation and Professional Experience: Mr. Quazzo has served as a director of ILG since May 2016. Mr. Quazzo is the Chief Executive Officer and has been the Managing Director and co-founder of Pearlmark Real Estate, LLC, formerly known as Transwestern Investment Company, L.L.C., a real estate principal investment firm, since March 1996. From April 1991 to March 1996, Mr. Quazzo was President of Equity Institutional Investors,  Inc., a private investment firm and a subsidiary of Equity Group Investments, Inc. Mr. Quazzo is also currently a director of Phillips Edison & Company Inc. and was a director of Starwood from 1995 to September 2016 serving terms as the Chair of the Capital and Governance Committees as well as serving on the Audit Committee. Mr. Quazzo holds undergraduate and MBA degrees from Harvard University, where he serves as a member of the Board of Dean's Advisors for the business school. He is a member and Trustee of the Urban Land Institute, chairman of the ULI Foundation, a member of the Pension Real Estate Association, and is a licensed real estate broker in Illinois. He is a Trustee of Rush University Medical Center, an Investment Committee member of the Chicago Symphony Orchestra endowment and pension plans, a Trustee of Deerfield Academy, and a Chicago advisory Board member of City Year, a national service organization since 1994. Mr. Quazzo was nominated as a director of ILG by Starwood. Other Current Public Directorships: Phillips Edison & Company Inc. Prior Public Company Directorships (within the last five years): Starwood Hotels and Resorts Worldwide, LLC Director Qualifications: Mr. Quazzo's qualifications to serve on the Board include his real estate, investment, development and strategy experience as chief executive officer of Pearlmark Real Estate, LLC and his senior leadership experience. He also has broad experience in corporate governance, serving as a director of other publicly-traded companies.

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​	​	Director Since: 2016 Board Committees: None Age: 55	​	SERGIO D. RIVERA Position, Principal Occupation and Professional Experience: Mr. Rivera has served as a director of ILG since May 2016 and President and chief executive officer of the Vacation Ownership segment since November 2016. Prior to joining ILG, Mr. Rivera was President of The Americas for Starwood. He was previously Co-President, The Americas for Starwood from July 2012 to February 2014, and President and Chief Executive Officer of Starwood Vacation Ownership (now known as Vistana Signature Experiences), now a wholly owned subsidiary of ILG. Prior to 2008, Mr. Rivera held progressively senior management roles within Starwood, including Controller, Vice President of Sales and Marketing, Senior Vice President of International Operations, and President of Global Real Estate. Mr. Rivera began his career with Starwood through its predecessor company, Vistana Resorts, in 1989. Mr. Rivera is a member of the board of directors of Welltower, Inc., a NYSE-listed REIT that invests with leading senior housing operators, post-acute providers and health systems. He also serves as a member of the Urban Land Institute, trustee of The Nature Conservancy Florida Chapter, a member of the University of Central Florida Rosen College of Hospitality Management Advisory Board, as well as the Florida International University Chaplin School of Hospitality & Tourism Management Dean's Advisory Council. Mr. Rivera was nominated as a director of ILG by Starwood. Other Current Public Directorships: Welltower, Inc. Prior Public Company Directorships (within the last five years): None Director Qualifications: Mr. Rivera's qualifications to serve on the Board include his senior leadership, operational and industry experience as former Starwood President, The Americas as well as president and chief executive officer of the Vistana business. He also has experience in corporate governance serving as a director of another publicly-traded company.

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​	​	Director Since: 2016 Board Committees: Compensation Age: 73	​	THOMAS O. RYDER Position, Principal Occupation and Professional Experience: Mr. Ryder has served as a director of ILG since May 2016. Mr. Ryder retired as Chairman of the Board of The Reader's Digest Association, Inc., a global media and direct marketing company, in January 2007, a position he had held since January 2006. Mr. Ryder was Chairman of the Board and Chief Executive Officer of that company from April 1998 through December 2005. In addition, Mr. Ryder was Chairman of the Board and Chairman of the Audit Committee of Virgin Mobile USA, Inc., a wireless service provider, from October 2007 to November 2009. Mr. Ryder was President, American Express Travel Related Services International, a division of American Express Company, which provides travel, financial and network services, from October 1995 to April 1998. In the past five years, Mr. Ryder also served as a director of Quad/Graphics, Inc., World Color Press, Inc., a company acquired by Quad/Graphics, Inc. in July 2010, and RPX Corporation. Mr. Ryder is also currently a director of Amazon.com, Inc. Mr. Ryder was a director of Starwood from 2001 to September 2016 and served on its Capital Committee and the Compensation and Option Committee. Mr. Ryder was nominated as a director of ILG by Starwood. Other Current Public Directorships: Amazon.com, Inc. Prior Public Company Directorships (within the last five years): Starwood Hotels and Resorts Worldwide, LLC, The Reader's Digest Association,  Inc., Quad/Graphics, Inc. and RPX Corporation Director Qualifications: Mr. Ryder's qualifications to serve on the Board include his branding, development and strategy experience coupled with his global business, media and marketing knowledge. He also has broad experience in corporate governance serving as chief executive officer and a director of other publicly-traded companies.

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Table of Yahoo! Inc.'s operating business, Mr. McInerney will become Chief Executive Officer of Altaba, Inc., the company holding the remaining assets and liabilities of Yahoo! Inc. that are not being purchased.

Thomas P. Murphy, Jr., age 67, has served as a director of ILG since August 2008. Mr. Murphy is Chairman and Chief Executive Officer of Coastal Construction Group, a construction company, which he founded in 1989. Mr. Murphy has over 40 years of construction and development experience, which encompasses hospitality, resort, office, retail, industrial, institutional and residential projects. Mr. Murphy is an honorary board member of Baptist Health Systems of South Florida and is a member of the National Construction Industry Round Table, the National Association of Home Builders and the Florida Home Builders Association. He also serves as a director of The St. Joe Company, a New York Stock Exchange (NYSE) listed real estate developer.

Stephen R. Quazzo, age 57, has served as a director of ILG since May 2016. Mr. Quazzo is the Chief Executive Officer and has been the Managing Director and co-founder of Pearlmark Real Estate, LLC, formerly known as Transwestern Investment Company, L.L.C., a real estate principal investment firm, since March 1996. From April 1991 to March 1996, Mr. Quazzo was President of Equity Institutional Investors, Inc., a private investment firm and a subsidiary of Equity Group Investments, Inc. Mr. Quazzo is also currently a director of Phillips Edison Grocery Center REIT I, Inc. Mr. Quazzo was a director of Starwood from 1995 to September 2016 serving terms as the Chair of the Capital and Governance Committees as well as serving on the Audit Committee. Mr. Quazzo was nominated as a director of ILG by Starwood. Mr. Quazzo holds undergraduate and MBA degrees from Harvard University, where he serves as an HAA Director and a member of the Board of Dean's Advisory for the business school. He is a member and Trustee of the Urban Land Institute, chairman of the ULI Foundation, a member of the Pension Real Estate Association, and is a licensed real estate broker in Illinois. He is a Trustee of Rush University Medical Center, an Investment Committee member of the Chicago Symphony Orchestra endowment and pension plans, a Trustee of the Latin School of Chicago since 2001, and a Chicago advisory Board member of City Year, a national service organization since 1994. Mr. Quazzo was nominated as a director of ILG by Starwood.

Sergio D. Rivera, age 54, has served as a director of ILG since May 2016 and President and CEO of the Vacation Ownership segment since November 2016. Prior to joining ILG, Mr. Rivera was President of The Americas for Starwood. He was previously Co-President, The Americas for Starwood from July 2012 to February 2014, and President and Chief Executive Officer of Starwood Vacation Ownership (now known as Vistana Signature Experiences), now a wholly owned subsidiary of ILG. Prior to 2008, Mr. Rivera held progressively senior management roles within Starwood, including Controller, Vice President of Sales and Marketing, Senior Vice President of International Operations, and President of Global Real Estate. Mr. Rivera began his career with Starwood through its predecessor company, Vistana Resorts, in 1989. Mr. Rivera is a member of the board of directors of Welltower, Inc., a NYSE-listed REIT that invests with leading senior housing operators, post-acute providers and health systems. He also serves as a member of the Urban Land Institute, trustee of The Nature Conservancy Florida Chapter, a member of the University of Central Florida Rosen College of Hospitality Management Advisory Board, as well as the Florida International University Chaplin School of Hospitality & Tourism Management Dean's Advisory Council. Mr. Rivera was nominated as a director of ILG by Starwood.

Thomas O. Ryder, age 72, has served as a director of ILG since May 2016. Mr. Ryder retired as Chairman of the Board of The Reader's Digest Association, Inc., a global media and direct marketingContents

company, in January 2007, a position he had held since January 2006. Mr. Ryder was Chairman of the Board and Chief Executive Officer of that company from April 1998 through December 2005. In addition, Mr. Ryder was Chairman of the Board and Chairman of the Audit Committee of Virgin Mobile USA, Inc., a wireless service provider, from October 2007 to November 2009. Mr. Ryder was President, American Express Travel Related Services International, a division of American Express Company, which provides travel, financial and network services, from October 1995 to April 1998. In the past five years, Mr. Ryder also served as a director of World Color Press, Inc., a company acquired by Quad/Graphics, Inc. in July 2010. Mr. Ryder is also currently a director of Amazon.com, Inc., Quad/Graphics, Inc. and RPX Corporation. Mr. Ryder was a director of Starwood from 2001 to September 2016 and served on its Capital Committee and the Compensation and Option Committee. Mr. Ryder was nominated as a director of ILG by Starwood.

Avy H. Stein, age 62, has served as a director of ILG since August 2008 and as Lead Director since December 2008. Mr. Stein is a Managing Partner of Willis Stein & Partners, a Chicago-based private equity firm that invests in companies in the consumer, education, healthcare and specialized business service industries. Mr. Stein co-founded Willis Stein & Partners with John Willis in 1994. Mr. Stein serves many philanthropic organizations. He is a co-chairman of the Development Council for B.U.I.L.D. (Broader Urban Involvement in Leadership Development), an organization that provides career and educational development for inner city youth, a member of the Board of Trustees, former Chairman of the audit and risk committee and Treasurer, and current Chairman of the Investment Committee and acting member of the Executive Committee of the Ravinia Festival; as well as a member of the Economic Club and Commercial Club of Chicago and The Standard Club. Mr. Stein served on the Board of Directors and compensation and nominating and corporate governance committees of Roundy's, Inc., a NYSE-listed grocer in the Midwest until December 2015. Mr. Stein serves on the boards of directors, and in some cases as chairman or co-chairman of, privately-held companies in which his private equity firm has a stake such as VelociTel, Lincoln Renewable Energy, Education Partners, LLC, Strategic Materials and Education Corporation of America. Mr. Stein joined the board of Hilco Global, a privately-held international financial services company in August 2016.

​	​	Director Since: 2008 Board Committees: Compensation, Executive and Strategic Review Age: 63	​	AVY H. STEIN Position, Principal Occupation and Professional Experience: Mr. Stein has served as a director of ILG since August 2008 and as Lead Director since December 2008. Mr. Stein is co-founder and co-chairman of Cresset Wealth Advisors which launched May 2017. He also serves as Chief Executive Officer of Willis Stein & Partners, a Chicago-based private equity firm that invests in companies in the consumer, education, healthcare and specialized business service industries. Mr. Stein co-founded Willis Stein & Partners with John Willis in 1994. Mr. Stein serves many philanthropic organizations. He is a member of the Board of Trustees, former Treasurer, and chairman of the Investment Committee of the Ravinia Festival; a member of the Harvard Law School Leadership Council of Chicago; and provides fundraising and strategic counsel for B.U.I.L.D. (Broader Urban Involvement in Leadership Development), an organization that provides career and educational development for inner city youth. He is also a director for the Western Golf Association. Mr. Stein served on the Board of Directors and compensation and nominating and corporate governance committees of Roundy's,  Inc., a NYSE-listed grocer in the Midwest until December 2015 and currently serves the board of directors of, the following privately-held companies, FDH VelociTel, Education Corporation of America and Hilco Global, a privately-held international financial services company. Mr. Stein is a certified public accountant, and received his law degree in 1980 from Harvard University. Other Current Public Directorships: None Prior Public Company Directorships (within the last five years): Roundy's, Inc. Director Qualifications: Mr. Stein's financial, accounting and legal experience as a managing partner in a private equity firm and as a certified public accountant and lawyer, and his familiarity with ILG's business and operations as a principal of the private equity firm that previously owned Interval. He also has experience in corporate governance serving as a director of another publicly-traded company.

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Table of Contents

CORPORATE GOVERNANCE

Board of Directors

            Qualifications.    Our board of directors is comprised of individuals with an array of operating, finance, sales and legal experience in a variety of industries.industries, as well as serving on public company boards. As such, they each bring an informed perspective on matters we face as a public company, including experience reading and understanding and/or preparing financial statements, compensation determinations, regulatory compliance, corporate governance, public affairs and legal matters. Our board of directors believes that each of the directors is qualified to serve as a director and member of the committees on which each serves because of the skills and qualifications acquired based on the following experience:

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Mr. Flower's financial, investment and public company experience asdescribed above. Here is a senior finance executivesummary of a large public company;



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Ms. Freed's sales, marketing and consumer insightthe various experience in the leisure and tourism industry as a senior executive with cruise companies;



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Ms. Galbreath's senior leadership experience as manager of Galbreath & Company, real estate investment, development and strategy experience, and management and corporate governance experience;

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Mr. Hollingsworth's merger and acquisition transaction experience, financial analysis skills and experience with corporate governance and management compensation plans;



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Mr. Korman's business and legal experience as a business advisor and senior operating executive in areas involving strategy, financial analysis and planning, capital formation and a variety of transactions;



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Mr. Kuhn's financial, legal and public company experience and his experience reading and understanding financial statements as a managing director at an investment banking firm and as the general counsel of a public company;



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Mr. McInerney's financial and public company experience as the chief financial officer of a public company and his familiarity with ILG's business and operations as an executive of our former parent company;directors:





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Mr. Murphy's operational and related industry experience in development of resorts as the chief executive officer of a construction and development company;



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Mr. Nash's industry, strategic, operational and legal experience as our chief executive officer and as a member of the executive committee of the American Resort Development Association as well as his role in promoting constructive regulations regarding the shared ownership industry



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Mr. Quazzo's real estate, investment, development and strategy experience as CEO of Pearlmark Real Estate, LLC and his public company and senior leadership experience;



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Mr. Rivera's senior leadership, operational and industry experience as former Starwood President, The Americas as well as president and chief executive officer of the Vistana business;



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Mr. Ryder's branding, development and strategy experience coupled with his global business, media, marketing and public company director experience; and



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Mr. Stein's financial, accounting and legal experience as a managing partner in a private equity firm and as a certified public accountant and lawyer, and his familiarity with ILG's business and operations as a principal of the private equity firm that previously owned Interval.

            SeveralMany of our directors also serve or have in the past served on the boards of one or more other publicly traded companies. We believe ILG benefits from the experience and expertise our directors gain from serving on those boards. The board of directors also believes that it is important to effective board governance and collaboration to have our chief executive officer serve on the board.

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            Director Independence.    ILG's board of directors currently consists of thirteen members. The board of directors has affirmatively determined that each of Mr. Flowers, Ms. Freed, Ms. Galbreath, Mr. Hollingsworth, Mr. Howard, Mr. Korman, Mr. Kuhn, Mr. McInerney, Mr. Murphy, Mr. Quazzo, Mr. Ryder and Mr. Stein are "independent directors" within the meaning of the NASDAQ's listing standards. In making this determination, the board of directors considers information regarding transactions, relationships and arrangements involving ILG and its businesses and each director that it deems relevant to independence, including those required by NASDAQ listing standards. This information is obtained from director responses to a questionnaire circulated by ILG management,

ILG records and publicly available information. ILG management monitors those transactions, relationships and arrangements that are relevant to determinations of independence, and solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on ILG's prior independence determinations. In particular, the board considered past relationships which directors had with ILG and Starwood, as well as, for Ms. Freed, commercial transactions between ILG's businesses and Royal Caribbean International's businesses.

            With respect to the remaining directors, (i) Mr. Nash is an executive of ILG, and (ii) Mr. Rivera is an executive of ILG and before joining ILG was within the last three years an executive of Starwood and Vistana Signature Experiences ("Vistana"), now a subsidiary of ILG.

            Governance Guidelines.    ILG's board of directors has adopted Corporate Governance Guidelines that are available on our website at www.iilg.comwww.ilg.com under "Corporate Governance."

            Meetings.    During 2016,2017, the board of directors held nineeight meetings. All of our incumbent directors attended at least 75% of the aggregate of the board meetings and the meetings of committees on which he or she served in 2016.2017. At our 20162017 Annual Meeting of Stockholders, which did not follow our normal practice of coinciding with a board meeting, onetwo of our directors waswere in attendance. The independent directors of the board regularly meet in executive session without management.

            Board Leadership Structure.    Mr. Nash serves as both our Chairman of the Board and our President and Chief Executive Officer. We believe that by serving in these dual capacities, Mr. Nash is well-situated to execute our business strategy. Because Mr. Nash has primary management responsibility with respect to the day-to-day business operations of our company, he is in the most effective position to chair regular meetings of the board of directors and to help ensure that key business issues are communicated to the board of directors. Mr. Stein has been our lead director since December 2008. As lead director, Mr. Stein serves as a liaison between the Chairman of the Board and the other directors and presides at meetings of the independent directors.

            Risk Oversight.    Risk assessment and management is an integral part of our board of director and committee deliberations throughout the year. Our board of directors' role primarily is oversight of the risk management processes implemented by our management team. This role is performed through the board committees as well as the board of directors as a whole. The audit committee annually reviews an assessment prepared by internal audit based on management feedback of the critical risks facing ILG, their relative magnitude and management's actions to mitigate these risks. The audit committee also monitors risks related to investments and liquidity, financial covenants, and related party transactions.transactions, and information technology security. The compensation and human resources committee ("the(the "Compensation Committee") reviews risks relating to our compensation practices as described below under "Compensation Risk Analysis." The results of these reviews are discussed with the entire board of directors which also reviews overall strategic and operational risks, including information technology security.risks. We believe these risk oversight functions allow our directors to make well-informed decisions and increase the effectiveness of our leadership structure. The roles of the

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board of directors and its committees in the risk oversight process have not affected the board leadership structure.

            Committees of the Board of Directors
Directors.

    The board of directors has a standing audit committee, Compensation Committee, and nominating committee, each of which operates under a written charter, as well as an executive committee.committee and a strategic review committee that was formed in December 2017. Current copies of thesethe charters are available to stockholders on our website, www.iilg.com,www.ilg.com, under "Corporate Governance." Each director serving as a member of a board committee, other than

the executive committee, is an independent director within the meaning of the NASDAQ's listing standards applicable to such members and under the applicable committee's charter.

            The following table sets forth the members of each standing committee of our board of directors beginning May 12, 2016:during 2017:

Name		Audit		Compensation		Nominating		Executive		Strategic Review
Craig M. Nash								X
David Flowers
Victoria L. Freed				X
Lizanne Galbreath						X
Chad Hollingsworth						X				X
Lewis J. Korman		C				X
Thomas J. Kuhn		X				C		X
Thomas J. McInerney		X								X
Thomas P. Murphy, Jr.				X
Stephen R. Quazzo		X
Sergio D. Rivera
Thomas O. Ryder				X
Avy H. Stein				C				X		C

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X = member, C = Chair

            Audit Committee.    The members of the audit committee during 20162017 were Mr. Korman (chair), Mr. Kuhn, Mr. McInerney and Mr. Quazzo. Mr. Gary Howard also was a member of the audit committee prior to his resignation May 11, 2016. The audit committee assists the board of directors in fulfilling its oversight responsibilities for the integrity of our accounting, auditing, financial reporting and financial control practices. The audit committee monitors:

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the integrity of ILG's financial statements,



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the effectiveness of ILG's internal control over financial reporting,



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the qualifications and independence of ILG's independent registered public accounting firm,



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the performance of ILG's internal audit function and independent registered public accounting firm, and



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the compliance by ILG with legal and regulatory requirements.

In addition, the audit committee considers and pre-approves audit and any non-audit services proposed to be performed by the independent registered public accounting firm. The audit committee also reviews related party transactions, our code of ethics, hedging and derivatives strategies, and the process for receiving, retaining and treating employee complaints regarding accounting, internal control over financial reporting, auditing matters, and auditing matters.information technology security.

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            Our board of directors has determined that Mr. McInerney meets the requirements for an audit committee financial expert under Item 407 of Regulation S-K promulgated under the Securities Act of 1933.1933, as amended (the "Securities Act"). During 2016,2017, the audit committee held nineeleven meetings.

            Compensation and Human Resources Committee.    The members of the Compensation Committee during 20162017 were Ms. Freed, Mr. Murphy, Mr. Ryder and Mr. Stein (chair), each of which is a "non-employee director" as defined under Rule 16b-3 and an "outside director" as defined under Section 162(m) of the Internal Revenue Code. During 2016,2017, the Compensation Committee held six

four meetings. The Compensation Committee is authorized to exercise all of the powers of the ILG board of directors with respect to matters pertaining to compensation and benefits that affect the executive officers of ILG, including, but not limited to:

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salary,



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incentive/bonus plans,



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stock compensation plans, and



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retirement programs.

            To assist in its review of compensation decisions, the Compensation Committee has retained the services of an independent compensation consultant. The consultant works for the Compensation Committee in connection with its review of executive and non-employee director compensation practices (for the nominating committee), including the competitiveness of executive and director pay levels, executive incentive design issues, market trends in executive and director compensation and technical considerations. The independent consultant is Meridian Compensation Partners ("Meridian"). Meridian's services to ILG are limited to advising the Compensation Committee on executive compensation related matters and the nominating committee on director compensation as well as calculating the payout for total shareholder return-based performance share units granted by the Compensation Committee; they do no other work for ILG. The Compensation Committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian's independence, numerous factors were reviewed relating to Meridian and the individuals providing services to ILG, including those required by the SEC and the NASDAQ. Based on a review of these factors, the Compensation Committee has determined that Meridian is independent and that no conflict of interest exists with Meridian.

            For more information on how executive compensation decisions are made, see "Compensation Discussion and Analysis."

            Nominating Committee.    The members of the nominating committee during 20162017 were Ms. Galbreath, Mr. Hollingsworth, Mr. Korman, and Mr. Kuhn (chair). Mr. McInerney was a member of the nominating committee prior to May 12, 2016. The nominating committee:

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identifies and recommends for nomination qualified individuals for election as directors,



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oversees the composition of the committees of the board of directors,



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oversees periodic self-evaluation of the board of directors and its committees, and



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reviews compensation of directors.

            During 2016,2017, the nominating committee held fourthree meetings. In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger between ILG and Starwood for the Vistana acquisition, ILG increased its board to thirteen members and Starwood had the right to select four directors that are reasonably acceptable to ILG's nominating committee to be appointed. In connection with the Vistana transaction, ILG amended its agreement with Liberty Interactive which now has the ability to nominate two directors out of the thirteen ILG board members. Prior to the May 11, 2016 closing of the merger, the nominating committee reviewed the four directors nominated by Starwood: Ms. Galbreath, Mr. Quazzo, Mr. Rivera and Mr. Ryder. Following appropriate investigation the nominating committee determined to recommend their nominations to the board.

            Stockholders may recommend individuals to the nominating committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of ILG's common

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shares for at least aone year as of the date such recommendation is made, to the following address: ILG, Inc., 6262 Sunset Drive, Miami, Florida 33143, Attn: Victoria J. Kincke, Secretary. Any such recommendation should be accompanied by a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. See "Other Matters-Stockholder Proposals for 2018 Annual Meeting"2019 annual meeting" below.

            The nominating committee has not established specific minimum qualifications a candidate must have in order to be recommended to the board of directors. However, in determining qualifications for directors, the nominating committee considers whether the potential candidate qualifies as independent under NASDAQ listing standards, his or her familiarity with reviewing or preparing financial statements and other skills and experience, as well as whether such candidate will effectively serve stockholders' long-term interests and contribute to ILG's overall corporate goals. As stated in our Corporate Governance Guidelines, the nominating committee and the board of directors seek to include a diversity of backgrounds, perspectives and skills among board members. While the committee does not use any particular benchmarks with respect to these qualities, it looks to include a balance of backgrounds, perspectives and skills on the board of directors as a whole. The nominating committee will consider potential board candidates recommended by stockholders and others, including management and current directors and the nominating committee may retain a board search consultant to assist in searching for potential board candidates. The committee has not engaged a consultant at this time.

            After reviewing FrontFour's nominees, the nominating committee and our Board of Directors unanimously determined that the candidates nominated by the Board of Directors (as identified and described in this proxy statement) have the most current and relevant skill sets and experience to support ILG and the actions being taken to improve its performance and drive value, and that they are best qualified to serve as the ILG's director nominees.

            Executive Committee.    The members of the executive committee are Mr. Nash, Mr. Kuhn and Mr. Stein. The executive committee has all the power and authority of the ILG board of directors, except those powers specifically reserved to the ILG board of directors by Delaware law or ILG's organizational documents.

            Strategic Review Committee.    The members of the strategic review committee are Mr. Hollingsworth, Mr. McInerney and Mr. Stein. The strategic review committee has the power and authority to review, consider, evaluate, negotiate and make recommendations to the board of directors with respect to strategic alternatives and financial alternatives that may be available to ILG.

Other Committees.    In addition to the foregoing committees, the ILG board of directors, by resolution, may from time to time establish other committees of the ILG board of directors, consisting of one or more of its directors.

Stockholder Communications with the Board of DirectorsEngagement

            Engagement and transparency with our shareholders help ILG gain useful feedback on a wide variety of topics, including corporate governance, compensation practices, shareholder communication, board composition, stockholder proposals, business performance and operations. This information is shared regularly with ILG's management and board of directors and is considered in the processes that set our governance practices and strategic direction. Shareholder feedback also helps us to better tailor the public information we provide to address the interests and inquiries of our shareholders and other interested parties.

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            ILG interacts and communicates with shareholders in a number of forums, including quarterly earnings presentations, SEC filings, the 2017 Annual Report and proxy statement, the Annual Meeting, investor conferences, web communications and in 2017, at our Investor Day. At the end of 2016 and early 2017 we also engaged a consultant to conduct a formal Perception Study in preparation for the Investor Day. Our shareholder engagement program covers a wide array of topics with a broad group of shareholders, and shareholder feedback is regularly provided to the board and ILG's management. Discussions are typically focused on our strategy and financial results.

            In 2017, outreach efforts included the following:

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Independent Directors, including on certain occasions our lead director, spoke to shareholders representing approximately 24% of our outstanding common stock. Topics included:



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Strategy and performance



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Board structure and composition



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Corporate governance principles



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Members of senior management and/or our head of investor relations participated in more than 110 investor meetings and telephone calls and attended five investor conferences. Members of senior management and our head of investor relations visited major cities in the U.S., during which they met with shareholders.



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Members of senior management hosted an Investor Day on ILG's strategy and financial performance.

            Any stockholder who desires to communicate with any of the members of ILG's board of directors may do so electronically by sending an email toboardofdirectors@iilg.comboardofdirectors@ilg.com. Alternatively, a stockholder may communicate with the members of the board of directors by writing to ILG, Inc., 6262 Sunset Drive, Miami, Florida 33143, Attn: Victoria J. Kincke, Secretary. Communications may be addressed to the lead director, an individual director, a committee chair, a board committee, the non-management directors or the full board of directors. All such communications must identify the author as a stockholder and provide evidence of the sender's stock ownership. Communications received by the Secretary will be reviewed by the Secretary and, if appropriate, distributed to the appropriate directors. Solicitations for the sale of merchandise, publications or services of any kind will not be forwarded to the directors.

Director Compensation

            Non-Employee Director Arrangements.    Each member of the ILG board of directors who is not an employee of ILG or its affiliates receives an annual retainer and member and chairs of committees receive additional annual retainers. For 2016,2017, the retainers were as follows:

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Board service—$65,000 per year



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Members of audit and Compensation Committees (excluding chairs)—$15,000 per year



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Members of nominating (excluding chair) and executive committee—$10,000 per year



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Chair of audit committee—$35,000 per year



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Chair of Compensation Committee—$30,000 per year



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Chair of nominating committee—$15,000 per year

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•

Lead director—$20,000 per year

            In addition, each non-employee director receives a grant of restricted stock units, or RSUs, with a dollar value of $125,000 upon re-election on the date of ILG's annual meetingAnnual Meeting of stockholders. Given that the 2016 annual meeting was off-cycle, the board of directors determined to provide the grant on May 12, 2016, the day after the Vistana acquisition and consistent with the timing of prior year annual meetings.Stockholders. The terms of these restricted stock units provide for (i) vesting on the first anniversary of the grant date with settlement in shares of common stock, (ii) cancellation and forfeiture of unvested units in their entirety upon termination of service with the ILG board of directors (other than for death or disability) and (iii) full acceleration of vesting upon a change inof control of ILG. Non-employee directors are also reimbursed for all reasonable expenses incurred in connection with attendance at ILG board and committee meetings.

            Director Stock Ownership Guidelines.    In order to further align the interests of our directors with those of our stockholders, our board of directors maintains stock ownership guidelines for non-employee directors. These guidelines generally require directors that are not employed by us or our affiliates to maintain ownership of our common stock in an amount not less than five times the amount of the annual cash retainer for board service, subject to a grace period of five years from either the adoption of the policy or commencement of service. Deferred stock units and restricted stock units are included in the calculation.

            The guidelines are administered by the nominating committee. As of March 21, 2017,April 24, 2018, all of our non-employee directors were in compliance with the guidelines.

            Deferred Compensation Plan for Non-Employee Directors.    Under ILG's Deferred Compensation Plan for Non-Employee Directors, non-employee directors are able to defer all or a portion of their board and board committee fees. Eligible directors who defer all or any portion of these fees can elect to have such fees applied to the purchase of share units, representing the number of shares of ILG common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on ILG common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase Bank. After a director ceases to be a member of the ILG board of directors, he or she will receive (i) with respect to share units, such number of shares of ILG common stock as the share units represent and (ii) with respect to the cash fund, a cash payment in an amount equal to deferred amounts, plus accrued interest. These payments will be made in either one lump sum or up to five installments, as previously elected by the eligible director at the time of the related deferral election.

            The following table and footnotes provide information regarding the compensation of non-employee members of ILG's board of directors for fiscal year 2016.2017.

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Director Compensation for Fiscal Year 20162017

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Total Fees Earned or Paid in Cash

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Name

Fees Paid in Cash ($)

Cash Fees Deferred ($)(1)

Stock Awards ($)(2)

All Other Compensation ($)(3)

Total ($)

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David Flowers(4)

65,004

–

122,629

3,765

191,398

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Victoria L. Freed(4)

80,017

–

122,629

4,065

206,711

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Lizanne Galbreath(4)(5)

47,802

–

122,629

3,184

173,615

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Chad Hollingsworth(4)(5)

71,377

–

122,629

3,765

197,771

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Gary S. Howard(4)(5)

29,011

–

–

880

29,891

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Lewis J. Korman(4)

110,017

–

122,629

4,065

236,711

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Thomas J. Kuhn(4)

17

104,272

122,629

21,475

248,393

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Thomas J. McInerney(4)

78,204

–

122,629

4,065

204,898

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Thomas P. Murphy, Jr.(4)

80,017

–

122,629

4,065

206,711

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Stephen R. Quazzo(4)(5)

50,989

–

122,629

3,184

176,802

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Sergio D. Rivera(4)(5)

31,714

–

122,629

2,115

156,548

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Thomas O. Ryder(4)(5)

50,989

–

122,629

3,184

176,802

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Avy H. Stein(4)

122,105

–

122,629

13,583

258,317

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				Total Fees Earned or Paid in Cash
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		Name		Fees Paid in Cash ($)			Cash Fees Deferred ($)(1)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
		David Flowers(4)			65,000			—			125,008			3,543			193,551
​		Victoria L. Freed(4)		​	80,000		​	—		​	125,008		​	3,543		​	208,551		​
		Lizanne Galbreath(4)			—			—			199,972			3,543			203,515
​		Chad Hollingsworth(4)		​	75,000		​	—		​	125,008		​	3,543		​	203,551		​
		Lewis J. Korman(4)			110,000			—			125,008			3,543			238,551
​		Thomas J. Kuhn(4)		​	—		​	105,000		​	125,008		​	29,265		​	259,273		​
		Thomas J. McInerney(4)			80,000			—			125,008			3,543			208,551
​		Thomas P. Murphy, Jr.(4)		​	80,000		​	—		​	125,008		​	3,543		​	208,551		​
		Stephen R. Quazzo(4)			—			—			204,976			3,543			208,519
​		Thomas O. Ryder(4)		​	—		​	80,000		​	125,008		​	4,306		​	209,314		​
		Avy H. Stein(4)			125,000			—			125,008			15,776			265,784
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(1)

Represents the dollar value of fees elected to be deferred pursuant to ILG's Deferred Compensation Plan for Non-Employee Directors, as described above. For 2016,2017, Mr. Kuhn and Mr. Ryder elected for this entire amount to be deferred as share units.

(2)

All amounts for stock awards are the aggregate grant date fair value of the RSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC Topic 718"). Each non-employee director received 8,7784,808 restricted stock units on May 12, 2016.31, 2017. In addition, Ms. Galbreath and Mr. Quazzo elected to have their quarterly cash retainer paid in shares. For a discussion of the assumptions made in the valuation of such stock awards, see Note 18 to the Consolidated Financial Statements for 20162017 contained in our 2017 Annual Report on Form 10-K filed with the SEC on March 1, 2017.Report.

(3)

Includes dollar amount of dividends on restricted stock units that are accrued as additional RSUs. For Mr. Kuhn, Mr. Ryder, and Mr. Stein these amounts also include the dollar amount of dividends on deferred fees that are accrued as additional share units.

(4)

Each of the incumbentthese directors held 8,9684,889 restricted stock units as of December 31, 2016.

(5)

Ms. Galbreath, Mr. Rivera, Mr. Quazzo and Mr. Ryder joined the board in May 2016 and Mr. Howard resigned from the board in May 2016. Mr. Rivera became an employee of ILG in November 2016. Their retainer payments are prorated accordingly.2017.

            The nominating committee has primary responsibility for establishing non-employee director compensation arrangements, which are designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of ILG stock to further align directors' interests with those of ILG's stockholders. When considering non-employee director compensation arrangements, the nominating committee consulted a competitive benchmarking report prepared by the compensation and human resources committee's independent consultant, Meridian.

Compensation Committee Interlocks and Insider Participation

            Mr. Stein, Ms. Freed, Mr. Murphy and Mr. Ryder served on our Compensation Committee during 20162017 and none has been an officer or employee of ILG. None of ILG's executive officers or directors serves or has served on the board of directors or Compensation Committee of any entity that has one or more executive officers serving as a member of ILG's board of directors or Compensation Committee.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

            The following compensation discussion and analysis discusses our executive compensation programs for 2016.2017. The design and administration of these programs is overseen by ILG's Compensation Committee. This section focuses on the compensation decisions made for the following individuals who are referred to as the named executive officers:

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		Craig M. Nash		Chairman, President and Chief Executive Officer
​		Sergio D. Rivera		Executive Vice President, ILG		​
​		​		President and Chief Executive Officer, Vacation Ownership segment		​
		Jeanette E. Marbert		Executive Vice President, and Chief Operating OfficerILG		​
				President and Chief Executive Officer, Exchange & Rental segment
​		William L. Harvey		Executive Vice President and Chief Financial Officer		​
		John A. Galea		Executive Vice President and Chief Accounting Officer
​		Sergio D. RiveraVictoria J. Kincke		Executive Vice President, ILG PresidentGeneral Counsel and Chief Executive Officer, Vacation Ownership segment		​
Secretary		Stephen G. Williams		Chief Operating Officer, Vistana Signature Experiences		​
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Overview Highlights of 2017 ILG performance Overview:

Highlights of ILG performance for 2016:Growing the Business

Diversifying the Business Platform

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ILG's management successfully executed a strategyIncreased revenues by $430 million to diversify the business platform over several years$1.8 billion



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Navigated challengesOpened two world-class resorts, The Westin Nanea Ocean Villas and Westin Los Cabos Resort Villas and Spa, and expanded several other properties, growing the number of vacation ownership units by taking advantage of dislocation in the industry resulting from the great recession and consolidationnearly 700, or 11%



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Completed a seriesEnhanced our product offering through the introduction of acquisitionstwo new multi-site programs, Westin Aventuras and Hyatt Residence Club Portfolio Program



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Leveraged opportunities to broaden the business portfoliodrive revenue and control organic growth driversshare best practices across businesses



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Interval International added 63 resorts in 20 countries and launched its hotel exchange product



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Positioned ILG for long-term sustainable growth.