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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.

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

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                            , on                           , 2018, at           , local time, for the following purposes:

1.

To elect thirteen directors, each to serve until the 2019 annual meeting and until his or her successor is duly elected and qualified;



2.

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



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, 2018; and



4.

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

            Please note that FrontFour Capital Group LLC (together with its affiliates and related parties, "FrontFour") has notified ILG of its intent to nominate a slate of four nominees (each, a "FrontFour nominee" and, collectively, the "FrontFour nominees") for election as directors at the Annual Meeting in opposition to the nominees proposed by our Board of Directors. You may receive solicitation materials from FrontFour, including proxy statements and             proxy cards. We are not responsible for the accuracy of any information provided by or relating to FrontFour or their nominees contained in solicitation materials filed or disseminated by or on behalf of FrontFour or any other statements FrontFour or its representatives may make.

            Our Board of Directors does NOT endorse any FrontFour nominee and unanimously recommends that you vote FOR the election of each of the nominees proposed by the Board of Directors on the WHITE proxy card. Our Board of Directors strongly urges you NOT to vote using any             proxy card sent to you by FrontFour. If you have previously submitted a             proxy card sent to you by FrontFour, you can revoke that proxy and vote for our Board of Directors' nominees and on the other matters to be voted on at the Annual Meeting by signing, dating and returning the enclosed WHITE proxy card in the envelope provided to you or by using the telephone or Internet method of voting as shown on the WHITE proxy card.

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

            Only stockholders of record at the close of business on                      will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

            It is extremely important that your shares be represented and voted at the Annual Meeting in light of the competing nominations by FrontFour. Whether or not you plan to attend the Annual Meeting, please vote using the enclosed WHITE proxy card as soon as possible – by telephone or over the Internet, or by signing, dating and returning the enclosed WHITE proxy card. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If you attend the Annual

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Meeting and decide to vote in person by ballot at the Annual Meeting, such vote will revoke any prior proxy you may have submitted. If your shares are held in the name of a bank, broker or other holder of record and you wish to revoke a proxy, you should contact your bank, broker or other holder of record and follow its procedures for changing your voting instructions. 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 obtain a legal proxy from such bank, broker or other holder of record.

            On behalf of the associates and directors of ILG, we thank you for your continued support and confidence in our company.

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

Dated:                           , 2018

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

Stockholders May Call:
Toll-Free at (877) 800-5192 (from the U.S. and Canada)
(412) 232-3651 (from other locations)
Banks and Brokers May Call Collect: (212) 750-5833

Neither the Securities and Exchange Commission ("SEC") nor any state securities regulatory agency has passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

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ILG, INC.
6262 SUNSET DRIVE
MIAMI, FLORIDA 33143

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

PROXY STATEMENT FOR THE
2018 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

            This proxy statement and the enclosed WHITE proxy card are furnished to you in connection with the solicitation of proxies by the Board of Directors of ILG for use at ILG's 2018 Annual Meeting of Stockholders. The Annual Meeting will be held at                      on                  , 2018, at          , local time.

            The proxy materials, including this proxy statement, WHITE proxy card and our 2017 Annual Report, are being mailed on or about                       , 2018 to all stockholders of record at the close of business on                      . 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 WHITE 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 WHITE proxy card to vote by Internet, by telephone or by signing, dating and returning the WHITE 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 WHITE voting instruction form provided to you by such nominee to vote by Internet, by telephone or by signing, dating and returning the enclosed WHITE 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 the WHITE 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.

            Please note that FrontFour has notified ILG of its intent to nominate its slate of four nominees for election as directors at the Annual Meeting in opposition to the nominees by our Board of Directors. You may receive solicitation materials from FrontFour, including a proxy statement and                  proxy card. We are not responsible for the accuracy of any information provided by or relating to FrontFour or their nominees contained in solicitation materials filed or disseminated by or on behalf of FrontFour or any other statements FrontFour or its representatives may make.

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            Our Board of Directors does NOT endorse any FrontFour nominee and unanimously recommends that you vote FOR the election of each of the nominees proposed by the Board of Directors on the WHITE proxy card. Our Board of Directors strongly urges you not to sign or return any                  proxy card sent to you by FrontFour. Voting to "withhold" with respect to any of FrontFour's nominees on its proxy card is not the same as voting for the nominees proposed by our Board of Directors, because a vote to "withhold" with respect to any of FrontFour's nominees will revoke any previous WHITE proxy submitted by you. If you have previously submitted a                  proxy card sent to you by FrontFour, you can revoke that proxy and vote for our Board's nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card. Only your latest dated proxy will count.

            Electronic Access.    Stockholders have the ability to access the proxy materials on the following website: https://www.eproxyaccess.com/ilg2018. 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.

            Help in Voting Your Shares.    ILG stockholders who need assistance in voting their shares or need additional copies of the proxy materials may call:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

Stockholders May Call:
Toll-Free at (877) 800-5192 (from the U.S. and Canada)
(412) 232-3651 (from other locations)
Banks and Brokers May Call Collect: (212) 750-5833

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Questions and Answers

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

            ILG stockholders will vote on the following proposals:

•

Proposal 1—To elect thirteen directors, each to serve until the 2019 annual meeting and until his or her successor is duly elected and qualified.


FrontFour has notified our Board of Directors of its intent to nominate a slate of four nominees for election as directors in opposition to the nominees recommended by our Board of Directors in this proxy statement. If FrontFour does, in fact, nominate any individuals for election as directors at the Annual Meeting, the majority voting policy set forth in our corporate governance guidelines with respect to the election of directors will not apply and the thirteen nominees receiving the highest number of FOR votes will be elected. Votes withheld and broker non-votes are not votes cast and will result in the applicable nominees receiving fewer "FOR" votes for purposes of determining the nominees receiving the highest number of "FOR" votes.

Our Board of Directors recommends that you vote FOR ALL in Proposal 1 on the WHITE proxy card to elect each of the thirteen director nominees listed in this proxy statement.

It will NOT help any of the ILG nominees if you sign and return a                           proxy card sent by FrontFour, even if you withhold on their director nominees using FrontFour's                           proxy card. Doing so will cancel any previous vote you may have cast on the WHITE proxy card. The only way to support our Board of Director's nominees is to vote FOR our Board of Director's nominees on the WHITE proxy card and to disregard and not return any                           proxy card that you receive from FrontFour.

•

Proposal 2—To approve, in an advisory non-binding vote, the compensation of our named executive officers.


Proposal 2 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. 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. Broker non-votes will be counted as present, but are not entitled to vote on the proposal.

Our Board of Directors recommends that you vote FOR in Proposal 2 on the WHITE proxy card to approve the non-binding advisory resolution on executive compensation.

•

Proposal 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, 2018.


Proposal 3 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. 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. Broker non-votes will be counted as present, but are not entitled to vote on the proposal.

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Our Board of Directors recommends that you vote FOR in Proposal 3 on the WHITE proxy card to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm.

•

Other Items—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.

Do you expect other candidates to be nominated for election as directors at the Annual Meeting in opposition to the Board's nominees?

            Yes. FrontFour, a stockholder of the Company, which we understand beneficially owns approximately       % of our common stock (inclusive of           shares of which are held in record name and                shares of common stock underlying certain call options), has notified ILG of its intent to nominate a slate of four nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. Our Board of Directors does not endorse any FrontFour nominee and unanimously recommends that you vote FOR the election of each of the nominees proposed by our Board of Directors by using the enclosed WHITE proxy card. Our Board of Directors strongly urges you not to sign or return any                           proxy card sent to you by FrontFour. Voting to "withhold" with respect to any of FrontFour's nominees on its                           proxy card is not the same as voting for the nominees proposed by our Board of Directors because even a vote to "withhold" with respect to any of FrontFour's nominees on its                           proxy card will revoke any previous WHITE proxy submitted by you.

How will my shares be voted?

            The common stock represented by your proxy on the WHITE proxy card will be voted in accordance with specifications provided on your WHITE proxy card or voting instruction form or with specifications you provided by telephone or Internet. If any other matters shall properly come before the Annual Meeting, the persons named in your proxy, or their substitutes, will determine how to vote thereon in accordance with their judgment, to the extent permitted by Rule 14(a)-4(c) under the Securities Exchange Act of 1934, 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 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 WHITE proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our 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), and in favor of Proposal 3 (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.



•

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

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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." Proposal 3, the ratification of the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for fiscal 2018, is normally considered a routine matter in uncontested elections for which the brokerage firm, financial institution or other nominee who holds your shares can vote your shares even if it has not received instructions from you. However, if FrontFour provides its proxy materials to your broker to forward to you on their behalf, your broker will not have discretion to vote on "routine" matters, and therefore your broker would not have discretion to vote on Proposal 3. In addition, all other proposals in this proxy statement are non-routine matters and accordingly a brokerage firm, financial institution or other nominee cannot vote your shares on those proposals without your instructions. Although broker non-votes are not voted on any non-routine matters, they will be counted in determining whether a quorum is present. If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so that you may participate in the stockholder voting on these important matters.

How will I receive the proxy materials?

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

            Alternatively, you can view the proxy materials for the Annual Meeting on the Internet: https://www.eproxyaccess.com/ilg2018. Our proxy materials are also available on our Investor Relations website at www.ilg.com.

Why did I receive these proxy materials?

            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 the WHITE proxy card or voting instruction form for the Annual Meeting. WHITE proxy cards are being solicited on behalf of our Board of Directors. The proxy materials include detailed information about the matters that will 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 WHITE proxy card included with this proxy statement designates each of Craig M. Nash and William L. Harvey as proxies for the Annual Meeting.

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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 WHITE 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                           , 2018, the record date, you may attend and vote at the Annual Meeting. At the close of business on                           , there were                           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.

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 WHITE 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 WHITE 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 you, especially as they relate to the election of directors, ratification of accountants (in a contested election) and compensation 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 instructions?" set forth above.

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

            We encourage you to vote promptly by following the instructions indicated on your WHITE proxy card or voting instruction form. Telephone and Internet voting are available through 11:59 p.m. Eastern Time on                           ,                            , 2018. If your shares are registered in your name,

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then you are a "registered holder" and you may vote in person at the Annual 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 using the control number found on your WHITE proxy card or voting instruction form and following the steps outlined on the secure website. The Internet voting system allows you to confirm that the system has properly recorded your votes.



•

By Telephone.    You may vote your shares by calling the number found on your WHITE proxy card or voting instruction form and following instructions provided by the recorded message. You may vote by telephone 24 hours a day. As with the Internet voting system, you will be able to confirm that the system has properly recorded your votes.



•

By Mail.    You may vote by mail by completing, signing and dating your WHITE 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 Annual Meeting by providing a ballot or proxy at the 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 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 WHITE proxy card so that if 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. If you are a registered stockholder, please bring a form of photo identification with you to the 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 Annual 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 or revoke my proxy?

            You may revoke your proxy at any time before a vote is taken at the Annual Meeting by giving notice to us in writing or at the Annual Meeting or by executing and forwarding a later-dated proxy to us or voting a later proxy by telephone or the Internet. You can also change your vote by voting in person at the Annual Meeting, but your presence at the Annual 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.

            If you have previously signed a                           proxy card sent to you by FrontFour or otherwise voted according to instructions provided by FrontFour, you may change your vote by marking, signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-prepaid envelope or by voting by telephone or via the Internet by following the instructions on your WHITE proxy card or voting instruction form above. Voting using a                           proxy

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card sent to you by FrontFour will revoke votes you have previously made via ILG's WHITE proxy card.

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

Are votes confidential? Who counts the votes?

            The votes of all stockholders are held in confidence from directors, officers and employees, except (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against ILG, (b) in case of a contested proxy solicitation (if FrontFour nominates its slate of nominees for election as directors at the Annual Meeting, then the Annual Meeting will be a contested proxy solicitation), (c) if a stockholder makes a written comment on the WHITE proxy card or otherwise communicates his/her vote to management, or (d) to allow the independent inspectors of election to certify the results of the vote. The independent inspectors of election count the votes.

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 is paying for the preparation and mailing of the proxy materials and how will solicitations be made?

            We will pay the expenses of soliciting proxies on the WHITE proxy card. Proxies on the WHITE proxy card may be solicited on our behalf by directors, officers or employees in person or by telephone, mail, electronic transmission, facsimile transmission or telegram. ILG will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material on our behalf to stockholders and ILG will reimburse such institutions for their out-of-pocket expenses incurred.

            We have hired Innisfree M&A Incorporated ("Innisfree") to assist us in the solicitation of proxies for a fee of up to $             , plus out-of-pocket expenses. In connection with its retention, Innisfree has agreed to provide consulting and analytic services upon request. Innisfree estimates that approximately             of its employees will assist in ILG's proxy solicitation. In addition to mail and email, proxies on the WHITE proxy card may be solicited personally, in person or by telephone, mail, electronic transmission, facsimile transmission or telegram, by certain of our directors, officers and employees named in Appendix B without special compensation, other than reimbursement for expenses. Additional information about persons who are participants in this proxy solicitation is set forth in Appendix B. Our aggregate expenses in connection with our solicitation of proxies, excluding salaries and wages of our officers and regular employees, are expected to aggregate to approximately $             , of which approximately $             has been spent to date.

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 WHITE proxy card or WHITE 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 earlier than                            and no later than 5:00 p.m. Eastern Time on                           . 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                           , 2019 nor later than 5:00 p.m., Eastern Time, on                           , 2019. If, however, the date of the Annual Meeting is advanced or delayed by more than 30 days from                           , 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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BACKGROUND TO THE SOLICITATION

            On an ongoing basis, ILG's Board of Directors and senior management team review ILG's performance, future growth prospects and overall strategic direction and consider potential opportunities to strengthen ILG's businesses and enhance stockholder value.

            On January 24, 2017, ILG entered into a confidentiality agreement with another company in our industry in connection with a potential business combination of both companies.

            From the end of January 2017 through June 2017, at the direction and under the supervision of ILG's Board of Directors, including active involvement by its Executive Committee, ILG, together with its outside financial and legal advisors, engaged in reciprocal due diligence with that company. During that time, representatives of both companies (including our lead director) met on various occasions to discuss the terms of a potential business combination. Ultimately, the parties were unable to reach mutually agreeable transaction terms and decided not to proceed with a transaction at that time.

            On May 5, 2017, at the request of FrontFour, ILG's lead independent director and ILG's head of investor relations had a call with FrontFour to discuss FrontFour's investment in ILG and its views on the company, including the Vistana acquisition, corporate governance, and potential future opportunities.

            On May 15, 2017, FrontFour filed a Schedule 13F with the SEC disclosing beneficial ownership as of March 31, 2017 of 1,352,735 shares of ILG's common stock (representing approximately 1% of ILG's then outstanding common stock), of which 525,800 shares were in the form of unexercised options. As of its most recent 13F filing on February 14, 2018, FrontFour disclosed beneficial ownership of 1,252,980 shares of ILG's common stock (representing approximately 1% of ILG's outstanding common stock), of which 500,400 shares were in the form of unexercised options.

            On May 24, 2017, FrontFour issued a public letter to the ILG Board of Directors calling for a business combination between ILG and Marriott Vacations Worldwide Corporation ("Marriott Vacations").

            On May 25, 2017, ILG held an investor day, which was attended by a representative of FrontFour, at which ILG executives provided an in-depth discussion of ILG's strategic direction.

            On June 6, 2017, during an investor conference sponsored by Goldman Sachs, FrontFour met with three members of ILG's senior executive team; its Chairman and Chief Executive Officer, Mr. Nash, its President and Chief Executive Officer of Vacation Ownership, Sergio Rivera, and its Chief Financial Officer, William Harvey, as well as its head of investor relations, to discuss ILG's business and strategic direction.

            On November 27, 2017, the Board of Directors received a letter from FrontFour in which FrontFour urged the Board of Directors to pursue a combination with Marriott Vacations.

            On December 5, 2017, in order to accommodate a request made by FrontFour, upon an invitation from the Board of Directors, representatives of FrontFour joined by teleconference a regularly scheduled meeting of the Board of Directors to express their views regarding a potential business combination with Marriott Vacations (which included a presentation that FrontFour sent to the Board of Directors on the prior day). The ILG management directors did not participate in this discussion.

            During that same meeting the Board of Directors formally established a strategic review committee of independent directors to review, evaluate, negotiate and make recommendations to the Board of Directors with respect to potential strategic and financial alternatives that may be available

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to ILG. The strategic review committee is comprised of Chad Hollingsworth, Thomas J. McInerney and Avy H. Stein. To support its review, the committee engaged Goldman, Sachs & Co. LLC and Moelis & Company to serve as its financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP to serve as its legal advisor.

            Beginning in December 2017, the strategic review committee met on multiple occasions to explore potential strategic and financial alternatives, and subsequently engaged in discussions with multiple parties regarding the same.

            On January 29, 2018, FrontFour delivered a formal notice of nomination to ILG stating its intent to nominate a slate of four individuals, Michelle Felman, James E. Hyman, Emanuel R. Pearlman and Simon M. Turner, to stand for election at the Annual Meeting. Later that day, representatives of FrontFour delivered to ILG a demand to inspect certain books, records and documents of ILG.

            On February 8, 2018, the strategic review committee met by telephonic conference, together with its advisors and members of ILG management, to discuss the notice of nomination submitted by FrontFour and subsequent conversations between representatives of ILG and FrontFour. The committee agreed to engage with FrontFour in order to learn more about their nominees to evaluate their candidacy for the ILG Board of Directors.

            On February 21, 2018, FrontFour released a public letter to the shareholders of ILG, again urging ILG to pursue a business combination with Marriott Vacations, and asserting its support for its four director nominees.

            On February 22, 2018, ILG's general counsel, Victoria Kincke, sent an email to David Lorber at FrontFour, proposing several dates for the ILG Nominating Committee to meet in-person in New York City with FrontFour's nominees to conduct interviews of each director candidate.

            On February 27, 2018, Mr. Lorber responded to Ms. Kincke's email, indicating that it would not make FrontFour's nominees available for interviews until a group of independent members of ILG's Board met again with FrontFour to discuss ILG's board composition, corporate governance and strategic direction.

            On February 28, 2018, during its quarterly earnings call, ILG management announced that the Board of Directors had established the strategic review committee to explore potential strategic opportunities.

            During a regularly scheduled meeting of the strategic review committee held on March 1, 2018, the strategic review committee and its financial and legal advisors discussed FrontFour's refusal to allow representatives of the Board of Directors to interview FrontFour's nominees and gauge their qualifications. The committee agreed that its advisors would reach out to FrontFour to better understand the basis for this refusal and any further demands FrontFour intended to make.

            On March 8 and 9, 2018, financial advisors of the strategic review committee contacted representatives of FrontFour by telephone to convey to FrontFour the continued desire of the Board of Directors to meet with FrontFour's nominees. During that conversation, FrontFour again refused to make its nominees available to the Board of Directors for interviews.

            On March 15, 2018, FrontFour issued a public letter to the Board of Directors indicating that it was encouraged by the formation of a strategic review committee, but alleging that the Board of Directors was not interested in a constructive dialog and complaining that the record date for the Annual Meeting had not yet been set. Despite its prior refusals to allow the Board of Directors to meet with its nominees, FrontFour insisted that it would make its nominees available for interviews and maintained that it wished to work constructively and in good faith with the Board of Directors.

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            On March 16, 2018, ILG released a public statement in response to FrontFour's letter. In its statement, ILG noted that the assertions in FrontFour's letter were not accurate, reaffirmed the Board of Directors' desire to conduct customary interviews of FrontFour's nominees and stated that it would be happy to schedule additional meetings between FrontFour and the independent members of its Board of Directors. The statement also noted that it was ILG's customary practice to set the record date shortly before the definitive proxy statement is mailed to shareholders.

            On April 2, 2018, the nominating committee submitted for the approval of the Board of Directors its list of director nominees. After considering the considerable qualifications and experience of the members of the Board of Directors, the nominating committee proposed the nomination of Craig M. Nash, David Flowers, Victoria L. Freed, Lizanne Galbreath, Chad Hollingsworth, Lewis J. Korman, Thomas J. Kuhn, Thomas J. McInerney, Thomas P. Murphy, Jr., Stephen R. Quazzo, Sergio D. Rivera, Thomas O. Ryder and Avy H. Stein.

            As of April 15, 2018, FrontFour had not made its nominees available to be interviewed by the Board of Directors.

            On April 16, 2018, ILG filed its preliminary proxy statement with the SEC.

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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 WHITE proxy card to vote for or against or abstain from voting on each of the proposals.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL 1, AND FOR PROPOSALS 2 AND 3 ON THE WHITE PROXY CARD.

PROPOSAL 1—ELECTION OF DIRECTORS

            At the Annual Meeting, ILG's stockholders will be asked to vote for the election of thirteen 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. Qurate Retail Group (formerly Liberty Interactive Corporation) ("Qurate") has the right to nominate two directors serving on ILG's board and Starwood Hotels & Resorts Worldwide, LLC ("Starwood"), previously had the right to nominate four 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 WHITE proxy card, unless otherwise specified, will be voted for the election of the thirteen 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 on the WHITE proxy card 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 WHITE 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.

            Appendix B sets forth information relating to our directors, nominees for directors and certain of our officers and employees who are considered "participants" in our solicitation under the rules of the SEC by reason of their position as directors of ILG, as nominees for directors or because they may be soliciting proxies on our behalf.

Recommendation

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

            FrontFour has notified the Company of its intent to nominate its slate of four nominees for election as directors at the Annual Meeting. Our Board does not endorse any FrontFour nominee and unanimously recommends that you vote FOR the election of each of the nominees listed on the WHITE proxy card. Our Board of Directors strongly urges you NOT to vote using any                  

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proxy card sent to you by FrontFour. Voting to "withhold" with respect to any of FrontFour's nominees on its                  proxy card is not the same as voting for our Board's nominees, because a vote to "withhold" with respect to any of FrontFour's nominees on its                  proxy card will revoke any previous WHITE proxy submitted by you. If you have already voted using a             proxy card, you have every right to change it and we urge you to revoke that proxy by voting in favor of our Board's nominees by using the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted.

            The thirteen nominees receiving the highest number of FOR votes will be elected. Votes withheld and broker non-votes are not votes cast and will result in the applicable nominees receiving fewer "FOR" votes for purposes of determining the nominees receiving the highest number of "FOR" votes.

            If you have any questions or require any assistance with voting your shares, please call our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

Stockholders May Call:
Toll-Free at (877) 800-5192 (from the U.S. and Canada)
(412) 232-3651 (from other locations)
Banks and Brokers May Call Collect: (212) 750-5833

            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

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