8-K

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): September 30, 2020

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On October 6, 2020, Host Hotels & Resorts, Inc. (the “Company”), the general partner of Host Hotels & Resorts, L.P., announced that on September 30, 2020 Brian G. Macnamara informed the Company of his intention to retire from his position as senior vice president, corporate controller and principal accounting officer of the Company effective December 31, 2020, after 25 years of distinguished service to the Company. Mr. Macnamara will continue to work with the Company as a senior advisor reporting to Sourav Ghosh, the Company’s executive vice president and chief financial officer, through July 1, 2021.

The Board of Directors of the Company has elected Joseph Ottinger to succeed Mr. Macnamara as corporate controller and principal accounting officer effective January 1, 2021. Mr. Ottinger was also promoted to senior vice president effective October 5, 2020. Mr. Ottinger, age 44, joined the Company in 1999 and has served as vice president, financial reporting since April 2012 and assistant controller of the Company since January 2017. Prior to that time, Mr. Ottinger held a series of positions with increasing financial reporting responsibilities within the Company’s finance organization. Effective for 2021, Mr. Ottinger will participate at the level of senior vice president and department head in the annual incentive award program and in long-term equity-based compensation granted under the Company’s comprehensive stock and cash incentive plan.

A copy of the Company’s press release announcing the retirement of Mr. Macnamara and the promotion of Mr. Ottinger is attached hereto as Exhibit 99.1.

Forward-Looking Statements

In this Current Report on Form 8-K, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “expect,” “may,” “intend,” “predict,” “project,” “plan,” “will,” “estimate” and other similar terms and phrases. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include the potential impact of COVID-19 and other risks and uncertainties associated with our business described in our Annual Report on Form 10–K for the year ended December 31, 2019, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release updates to any forward-looking statement contained in this report to conform the statement to actual results or changes in our expectations.

(d) Exhibits

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.

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.

EX-99.1

Exhibit 99.1

Host Hotels & Resorts Announces Controller Transition and Promotions

BETHESDA, Md. – October 6, 2020 – Host Hotels & Resorts, Inc. (NYSE: HST) (the “Company”), the nation’s largest lodging real estate investment trust (“REIT”), today announced that Joseph Ottinger, the Company’s assistant controller, has been appointed as senior vice president effective October 5, 2020. Mr. Ottinger will succeed Brian Macnamara as senior vice president and corporate controller, when Mr. Macnamara retires from the Company at year end. To ensure a smooth transition, Mr. Macnamara will serve as a senior advisor to the company through July 1, 2021.

The Company also announced that Tejal Engman, vice president, investor relations, has been promoted to senior vice president, investor relations, effective October 5, 2020. Ms. Engman joined Host in 2019 with more than 15 years of experience in investor relations, finance and business development.

James F. Risoleo, Host’s president and chief executive officer said, “I am pleased to congratulate Joe and Tejal on their new positions. Joe’s deep financial expertise and extensive knowledge of our business make him uniquely qualified to serve as corporate controller, and Tejal has capitalized on her experience and brought new ideas to transform our investor relations function over the past year. I look forward to continuing to work closely with them as we navigate the current operating environment and execute on our strategic priorities to deliver both near- and long-term value to our shareholders and other stakeholders.”

Mr. Risoleo continued, “On behalf of the Board and leadership team, I thank Brian for his contributions to Host during his outstanding 25-year career. We have benefitted greatly from Brian’s leadership and insights, including in his recent role as principal financial officer, and we wish him all the best in his retirement.”

About Joseph Ottinger

Mr. Ottinger currently serves as Host’s vice president, assistant controller. He has primary responsibility for overseeing SEC reporting, technical accounting and hotel reporting and analysis. Mr. Ottinger previously served as vice president, financial reporting from 2012 through 2016. He joined the Company in 1999 and has held a series of positions with increasing financial reporting responsibilities within the Company’s finance organization throughout his tenure. Mr. Ottinger maintains his accreditation as a Certified Public Accountant in the State of Maryland and began his career as an auditor with Arthur Andersen, LLP. He earned his Bachelor of Science in Accounting from American University and holds an MBA from Georgetown University.

About Tejal Engman

Ms. Engman joined Host in 2019 and is responsible for the Company’s investor relations function. Prior to joining Host, Ms. Engman was the vice president of investor relations at Washington REIT. She began her career in institutional equity research sales and worked at Citigroup, JPMorgan and Deutsche Bank. Ms. Engman holds a Bachelor of Science from The London School of Economics.

About HostHotels & Resorts

Host Hotels & Resorts, Inc. is an S&P 500 company and is the largest lodging real estate investment trust and one of the largest owners of luxury and upper-upscale hotels. The Company currently owns 75 properties in the United States and five properties internationally totaling approximately 46,700 rooms. The Company also holds non-controlling interests in six domestic and one international joint ventures. Guided by a disciplined approach to capital allocation and aggressive asset management, the Company partners with premium brands such as Marriott^®^, Ritz-Carlton^®^, Westin^®^, Sheraton^®^, W^®^, St. Regis^®^, The Luxury Collection^®^, Hyatt^®^, Fairmont^®^, Hilton^®^, Swissôtel^®^, ibis^®^ and Novotel^®^, as well as independent brands. For additional information, please visit the Company’s website at www.hosthotels.com.

PAGE 2 OF 2