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): May 25, 2021

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 May 25, 2021, the Board of Directors (the “Board”) of Xenia Hotels & Resorts, Inc. (the “Company”) appointed Mr. Terrence Moorehead to the Board, effective May 25, 2021. Mr. Moorehead was also appointed as a member of the Audit Committee effective May 25, 2021.

Mr. Moorehead currently serves as President, Chief Executive Officer, and a director on the board of Nature’s Sunshine Products, Inc. (NASDAQ: NATR)("Nature's Sunshine"), a leading natural health and wellness company. Prior to joining Nature’s Sunshine in 2018, Mr. Moorehead was Chief Executive Officer at Carlisle Etcetera LLC from 2015 through 2018 and at Dana Beauty, Inc. from 2013 to 2015. From 1991 to 2013 he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, North America, President and Chairman of Avon Japan, President of Avon Canada, and General Manager of Avon Italy. Mr. Moorehead received his Master of Business Administration from Columbia University and a Bachelor of Arts in Economics from Boston College.

Effective on May 25, 2021, Mr. Moorehead will become eligible to receive the standard compensation provided by the Company to its other non-employee directors. Additionally, in connection with Mr. Moorehead’s appointment to the Board, the Company and Mr. Moorehead will enter into an indemnification agreement in substantially the same form as the agreements the Company has entered into with each of the members of the existing Board. Mr. Moorehead is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a member of the Board, nor is he 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.

Item       7.01.    Regulation FD Disclosure.

On May 26, 2021, the Company announced that Mr. Moorehead had been appointed to the Company’s Board of Directors, effective May 25, 2021. A copy of that press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein. The press release has also been posted in the investor relations/press releases section of the Company’s website at www.investors.xeniareit.com.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

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.

Document

DATE: May 26, 2021

XENIA HOTELS & RESORTS ANNOUNCES THE APPOINTMENT OF TERRENCE MOOREHEAD

TO ITS BOARD OF DIRECTORS

Orlando, FL – May 26, 2021 - Xenia Hotels & Resorts, Inc. (NYSE: XHR) (“Xenia” or the “Company”) today announced the appointment of Mr. Terrence Moorehead to its Board of Directors, effective May 25, 2021. Mr. Moorehead was also appointed as a member of the Audit Committee effective May 25, 2021. With the appointment, the Company's Board of Directors increased to nine members, eight of whom are independent, including Mr. Moorehead.

"On behalf of the Board of Directors and the management team, we are pleased to welcome Terrence to our Board," commented Marcel Verbaas, Chairman and Chief Executive Officer of Xenia. "Terrence brings a fresh and diverse perspective to the Board, and we look forward to his contributions that will further enhance our leadership. His expertise in high-end consumer products and behaviors as well as his experience in and focus on health and wellness are valuable attributes that are directly relevant to the upper upscale and luxury lodging segments. Additionally, his strategic insights that have been honed by executive leadership roles throughout the world will be of significant value.”

Mr. Moorehead currently serves as President, Chief Executive Officer, and a director on the board of Nature’s Sunshine Products, Inc (NASDAQ: NATR) (“Nature’s Sunshine”), a leading natural health and wellness company. Prior to joining Nature’s Sunshine in 2018, Mr. Moorehead was Chief Executive Officer at Carlisle Etcetera LLC from 2015 through 2018, and at Dana Beauty, Inc. from 2013 to 2015. From 1991 to 2013 he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, North America, President and Chairman of Avon Japan, President of Avon Canada, and General Manager of Avon Italy.

Mr. Moorehead received his Master of Business Administration from Columbia University and a Bachelor of Arts in Economics from Boston College.

“I am excited to be joining Xenia's Board of Directors and to have the opportunity to work with such an outstanding team of professionals. The Company's high-quality properties, differentiated portfolio, and top-notch management team are a powerful combination and I look forward to working with the team to deliver increased shareholder value,” commented Mr. Moorehead.

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 U.S. lodging markets as well as key leisure destinations in the United States. The Company owns 35 hotels and resorts comprising 10,011 rooms across 15 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, 2020, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 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

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