8-K

UNITED STATESSECURITIES 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): March 15, 2022

Xenia Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in its Charter)

200 S. Orange Avenue, Suite 2700 Orlando, Florida 32801 (Address of Principal Executive Offices)

(407) 246-8100 (Registrant’s Telephone Number, Including Area Code)

N/A (Former Name or Former Address, if Changed Since Last Report)

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))

☐ Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

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       5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 14, 2022, the Board of Directors (the “Board”) of Xenia Hotels & Resorts, Inc. (the “Company”) appointed Ms. Arlene Isaacs-Lowe to the Board, effective March 14, 2022. Ms. Isaacs-Lowe was also appointed as a member of the Nominating and Corporate Governance Committee effective as of such date. In connection with Ms. Isaacs-Lowe’s election as a director, the Board increased the size of the Board of Directors to ten members.

Ms. Isaacs-Lowe currently serves as Special Advisor to the executive leadership team of Moody’s Corporation (NYSE:MCO)("Moody’s"), an American business and financial services company and provider of financial analysis software and services. She expects to continue in this role until her planned retirement from Moody’s in June 2022. Prior to her role as Special Advisor, from April 2017 to June 2021, Ms. Isaacs-Lowe served as the Global Head of Corporate Social Responsibility (CSR) for Moody’s and as President of Moody’s Foundation during the same time frame. In that role, she championed the integration of environmental, social and governance (ESG) considerations across Moody’s to align with stakeholder capitalism and as drivers of long-term value. During her 24-year tenure with Moody’s, Ms. Isaacs-Lowe also served as the leader of Moody's Investor Service Commercial Group's relationship management team responsible for business development and account management efforts in Europe, the Middle East, and Africa. Prior to joining the Commercial Group in 2010, Ms. Isaacs-Lowe served as a Senior Vice President and a lead credit analyst in the Financial Institutions Group from 1998 to 2010. Prior to joining Moody’s, Ms. Isaacs-Lowe held positions with Equinox Realty Advisors, LLC, MetLife, and West World Holding, Inc.

Ms. Isaacs-Lowe currently serves as a non-executive director on the board of Compass PLC, a FTSE100 company and a leading provider of food and support services globally. She serves on the Audit, Remuneration, Nomination and Corporate Responsibility Committees for Compass PLC. Ms. Isaacs-Lowe also serves on the Advisory Board of Agbanga Karite, Inc. dba Alaffia. Alaffia is a social enterprise that produces award-winning, clean, and green skin care products with fair trade ingredients that support community empowerment projects in West Africa. Ms. Isaacs-Lowe received a degree in accounting from Howard University and holds an MBA, summa cum laude, from Fordham University. She is a member of the New York State Society of CPAs, the New York State Society of Security Analysts, and the CFA Institute.

Effective on March 14, 2022, Ms. Isaacs-Lowe will become eligible to receive the standard compensation provided by the Company to its other non-employee directors. Additionally, in connection with Ms. Isaacs-Lowe’s appointment to the Board, the Company and Ms. Isaacs-Lowe will enter into an indemnification agreement in substantially the same form as the agreements the Company has entered into with each of the other existing Board members, the form of which is disclosed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed on March 1, 2022 and is incorporated by reference herein. Ms. Isaacs-Lowe is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a member of the Board, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

On March 15, 2022, the Company issued a press release announcing Ms. Isaacs-Lowe’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item    9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

SIGNATURE

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.

3

Document

DATE: March 15, 2022

XENIA HOTELS & RESORTS ANNOUNCES THE APPOINTMENT OF ARLENE ISAACS-LOWE

TO ITS BOARD OF DIRECTORS

Orlando, FL – March 15, 2022 - Xenia Hotels & Resorts, Inc. (NYSE: XHR) (“Xenia” or the “Company”) today announced the appointment of Ms. Arlene Isaacs-Lowe to its Board of Directors, effective March 14, 2022. Ms. Isaacs-Lowe was also appointed as a member of the Nominating and Corporate Governance Committee effective March 14, 2022. With the appointment, the Company's Board of Directors increased to ten members, nine of whom are independent, including Ms. Isaacs-Lowe. Ms. Isaacs-Lowe will stand for election as a Board-recommended nominee at the 2022 Annual Meeting of Shareholders.

“On behalf of Xenia’s Board of Directors and management team, I am pleased to welcome Arlene to our Board," commented Marcel Verbaas, Chairman and Chief Executive Officer of Xenia. "Arlene brings a wealth of relevant experience to the Board, and we look forward to her insights that we expect to contribute greatly to the continued success of the Company. Her expertise in ESG initiatives, risk management, credit markets and commercial real estate, coupled with her financial acumen and executive leadership experience, will be of significant value to the Board as it sets and directs the Company’s strategy in the years ahead.”

Ms. Isaacs-Lowe currently serves as Special Advisor to the executive leadership team of Moody’s Corporation (NYSE: MCO)("Moody’s"), an American business and financial services company and provider of financial analysis software and services. She expects to continue in this role until her planned retirement from Moody’s in June 2022. Prior to her role as Special Advisor, from April 2017 to June 2021, Ms. Isaacs-Lowe served as the Global Head of Corporate Social Responsibility (CSR) for Moody’s and President of Moody’s Foundation. In that role, she championed the integration of environmental, social and governance (ESG) considerations across Moody’s to align with stakeholder capitalism and as drivers of long-term value. During her tenure with Moody’s, Ms. Isaacs-Lowe also served as the leader of Moody’s Investor Service Commercial Group’s relationship management team responsible for business development and account management efforts in Europe, the Middle East, and Africa. Prior to joining the Commercial Group in 2010, Ms. Isaacs-Lowe was a lead credit analyst in Moody’s Financial Institutions Group for 12 years. Prior to joining Moody’s, Ms. Isaacs-Lowe held positions with Equinox Realty Advisors, LLC, MetLife, and West World Holding, Inc.

Ms. Isaacs-Lowe currently serves as a non-executive director on the board of Compass PLC, a FTSE100 company and a leading provider of food and support services globally. Ms. Isaacs-Lowe received a degree in accounting from Howard University and holds an MBA, summa cum laude, from Fordham University. She is a member of the New York State Society of CPAs, the New York State Society of Security Analysts, and the CFA Institute.

About Xenia Hotels & Resorts, Inc.

Xenia Hotels & Resorts, Inc. is a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States. The Company owns 33 hotels and resorts comprising 9,468 rooms across 13 states. Xenia’s hotels are in the luxury and upper upscale segments, and are operated and/or licensed by industry leaders such as Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton, and The Kessler Collection. For more information on Xenia’s business, refer to the Company website at www.xeniareit.com.

This press release contains statements as to the Company's beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 pandemic, including on the demand for travel, transient and group business (including, but not limited to, government-imposed travel or meeting restrictions), and levels of consumer confidence in the safety of travel as a result of the pandemic; the length of the COVID-19 pandemic and severity of such pandemic in the United States; the pace of economic recovery and the recovering of consumer confidence following the COVID-19 pandemic; our ability to implement cost-containment strategies; the adverse effects of the COVID-19 pandemic on our business or the market price of our common stock; and our ability to service, restructure or refinance our debt; our ability to be in compliance with our debt covenants; our ability to access capital on acceptable terms or at all and uncertainty in both the debt and equity capital markets; and the outcome of legal proceedings or other disputes. Other factors that could cause results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission and include the risk factors and other risks and uncertainties described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as updated in its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Except as required by law, the Company does not undertake, and hereby disclaims, any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Contact:

Atish Shah, Executive Vice President and Chief Financial Officer, Xenia Hotels & Resorts, (407) 246-8100

2