8-K
HOST HOTELS & RESORTS, INC. (HST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 20, 2021
HOST HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland (Host Hotels & Resorts, Inc.) | 001-14625 | 53-0085950 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 4747 Bethesda Avenue, Suite 1300<br><br><br>Bethesda, Maryland | 20814 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (240) 744-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on<br><br><br>Which Registered |
|---|---|---|
| Common Stock, $.01 par value | HST | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
Host Hotels & Resorts, Inc. (the “Company”) held its annual meeting of stockholders on May 20, 2021. Stockholders were asked to vote on four proposals: the election of directors, the ratification of the appointment of KPMG LLP as Host’s independent registered public accountants for 2021, an advisory vote to approve executive compensation, and the approval of the Company’s and Host Hotels & Resorts, L.P’s 2021 Employee Stock Purchase Plan. Final voting results are set forth below.
Proposal 1 – Election of Directors
Final votes regarding the election of nine directors for terms expiring at the 2022 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one-year term.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |
|---|---|---|---|---|
| Mary L. Baglivo | 594,958,156 | 18,441,316 | 211,980 | 24,843,124 |
| Richard E. Marriott | 589,100,983 | 24,293,465 | 217,004 | 24,843,124 |
| Sandeep L. Mathrani | 604,128,274 | 9,258,852 | 224,326 | 24,843,124 |
| John B. Morse, Jr. | 580,668,278 | 32,704,250 | 238,924 | 24,843,124 |
| Mary Hogan Preusse | 566,216,831 | 47,184,302 | 210,319 | 24,843,124 |
| Walter C. Rakowich | 587,577,136 | 25,809,619 | 224,697 | 24,843,124 |
| James F. Risoleo | 604,789,156 | 8,596,583 | 225,713 | 24,843,124 |
| Gordon H. Smith | 569,946,255 | 42,054,136 | 1,611,061 | 24,843,124 |
| A. William Stein | 604,019,475 | 9,368,965 | 223,012 | 24,843,124 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants
Final votes on the ratification of the appointment of KPMG LLP as independent registered public accountants of the Company to serve for 2021 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 633,615,883 | 4,591,328 | 247,365 | 0 |
Proposal 3 – Advisory Vote on Executive Compensation
The final, non-binding, advisory votes to approve the compensation of the Company’s named executive officers are set forth below. Accordingly, the proposal was approved by approximately 92% of the votes cast.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 562,949,381 | 50,320,048 | 342,023 | 24,843,124 |
Proposal 4 – Approval of the 2021 Employee Stock Purchase Plan
Final votes on the proposal to approve the 2021 Employee Stock Purchase Plan are set forth below. Accordingly, the plan was approved.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 612,723,458 | 666,507 | 221,487 | 24,843,124 |
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
| Exhibit<br><br><br>No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| HOST HOTELS & RESORTS, INC. | ||
|---|---|---|
| Date: May 24, 2021 | By: | /S/ Joseph C. Ottinger |
| Name: | Joseph C. Ottinger | |
| Title: | Senior Vice President and Corporate Controller |