Park Hotels & Resorts Inc. Files Definitive Proxy Statement

Ticker: PK · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 1617406

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Corporate Governance, Shareholder Voting

TL;DR

<b>Park Hotels & Resorts Inc. (PK) has filed its Definitive Proxy Statement (DEF 14A) for the period ending April 19, 2024.</b>

AI Summary

Park Hotels & Resorts Inc. (PK) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. Filing is a DEF 14A for Park Hotels & Resorts Inc. (PK). The report covers the period ending April 19, 2024, filed on March 8, 2024. The company's fiscal year ends on December 31. Park Hotels & Resorts Inc. was formerly Hilton Worldwide, Inc. before August 20, 2014. The filing includes detailed executive compensation data for PEO and Non-PEO members across multiple years.

Why It Matters

For investors and stakeholders tracking Park Hotels & Resorts Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation, voting matters, and corporate governance before the annual meeting. Shareholders can review detailed financial performance and compensation structures to make informed voting decisions on proposals presented.

Risk Assessment

Risk Level: low — Park Hotels & Resorts Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational changes, indicating a standard disclosure process.

Analyst Insight

Shareholders should review the executive compensation details and voting proposals within this DEF 14A filing to make informed decisions at the upcoming meeting.

Key Numbers

Key Players & Entities

FAQ

When did Park Hotels & Resorts Inc. file this DEF 14A?

Park Hotels & Resorts Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Park Hotels & Resorts Inc. (PK).

Where can I read the original DEF 14A filing from Park Hotels & Resorts Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Park Hotels & Resorts Inc..

What are the key takeaways from Park Hotels & Resorts Inc.'s DEF 14A?

Park Hotels & Resorts Inc. filed this DEF 14A on March 8, 2024. Key takeaways: Filing is a DEF 14A for Park Hotels & Resorts Inc. (PK).. The report covers the period ending April 19, 2024, filed on March 8, 2024.. The company's fiscal year ends on December 31..

Is Park Hotels & Resorts Inc. a risky investment based on this filing?

Based on this DEF 14A, Park Hotels & Resorts Inc. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational changes, indicating a standard disclosure process.

What should investors do after reading Park Hotels & Resorts Inc.'s DEF 14A?

Shareholders should review the executive compensation details and voting proposals within this DEF 14A filing to make informed decisions at the upcoming meeting. The overall sentiment from this filing is neutral.

How does Park Hotels & Resorts Inc. compare to its industry peers?

Park Hotels & Resorts Inc. operates in the hotel and lodging industry, focusing on owning and managing a portfolio of hotels.

Are there regulatory concerns for Park Hotels & Resorts Inc.?

This filing is a DEF 14A, a standard disclosure document required by the SEC for public companies soliciting proxies from shareholders.

Industry Context

Park Hotels & Resorts Inc. operates in the hotel and lodging industry, focusing on owning and managing a portfolio of hotels.

Regulatory Implications

This filing is a DEF 14A, a standard disclosure document required by the SEC for public companies soliciting proxies from shareholders.

What Investors Should Do

  1. Review the detailed executive compensation packages for PEO and Non-PEO members.
  2. Analyze the proposals to be voted on at the shareholder meeting.
  3. Understand the company's corporate governance practices outlined in the filing.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine proxy statement and does not represent a change from previous filings in terms of financial results or operational status.

Filing Stats: 4,250 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2024-03-08 17:01:10

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION KEY ATTRIBUTES

EXECUTIVE COMPENSATION KEY ATTRIBUTES 48 COMPENSATION PROCESS AND PHILOSOPHY 48 ROLE OF COMPENSATION CONSULTANT 49 USE OF PEER GROUP DATA 49 ROLE OF EXECUTIVES 50 COMPENSATION FRAMEWORK 50 2024 COMPENSATION ACTIONS 60 CEO EMPLOYMENT AGREEMENT 60 OTHER COMPENSATION PROGRAM ELEMENTS 61 COMPENSATION RISK REVIEW 63 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 63 COMPENSATION COMMITTEE REPORT 63 COMPENSATION TABLES 64 2023 SUMMARY COMPENSATION TABLE 64 2023 GRANTS OF PLAN BASED AWARDS TABLE 65 NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE 66 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR- END 67 2023 OPTION EXERCISES AND STOCK VESTED 68 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 68 EQUITY COMPENSATION PLAN INFORMATION 70 PAY RATIO 71 PAY VERSUS PERFORMANCE 72 PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG 76 VOTE REQUIRED 76 BOARD RECOMMENDATION 76 AUDIT COMMITTEE POLICIES AND PROCEDURES 76 AUDIT AND NON-AUDIT FEES 77 AUDIT COMMITTEE REPORT 77

SECURITY OWNERSHIP OF CERTAIN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 78 RELATED PARTY TRANSACTIONS & SECTION 16 REPORTS 80 RELATED PARTY TRANSACTIONS POLICY 80 INDEMNIFICATION AGREEMENTS 80 DELINQUENT SECTION 16(A) REPORTS 80 QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING 81 Page PROXY MATERIALS 81 ANNUAL MEETING & VOTING INFORMATION 82 OTHER MATTERS 85 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 85 HOUSEHOLDING OF PROXY MATERIALS 85 AVAILABILITY OF ADDITIONAL MATERIALS 86 Page OTHER BUSINESS 86 FINANCIAL REPORTING TERMS ANNEX i EXHIBIT A — OFFICER EXCULPATION AMENDMENT A This Proxy Statement contains forward-looking statements regarding Park's current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the Company's filings with the Securities and Exchange Commission (the " SEC "), including the Risk Factors section of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. OUR STRATEGY Since Park's establishment as an independent, publicly-traded company in 2017 following the spin-off (referred to in this Proxy risk-adjusted returns to stockholders through active asset management and a disciplined external growth strategy, while maintaining a strong and flexible balance sheet. The key pillars of our corporate strategy are: OUR PORTFOLIO *Park's portfolio as of December 31, 2023. 2 PARK

BUSINESS

BUSINESS HIGHLIGHTS Park Hotels & Resorts Inc. (" Park ," the " Company ," " we " or " our ") is one of the largest publicly-traded lodging real estate investment trusts (" REIT "), comprised of a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. As of February 29, 2024 , our portfolio consists of 43 premium-branded hotels and resorts with approximately 26,000 rooms, located in prime city center and resort locations. OPERATIONAL EXCELLENCE THROUGH ACTIVE ASSET MANAGEMENT We are focused on continually improving property level operating performance through our proactive asset management efforts. We continue to identify revenue-enhancement opportunities and drive cost efficiencies to maximize the operating performance, cash flow and value of each property. PRUDENT CAPITAL ALLOCATION We intend to leverage our scale, liquidity and transaction expertise to create value throughout all phases of the lodging cycle through opportunistic acquisitions, dispositions and/or corporate transactions, in addition to value enhancing return on investment projects, which we believe will enable us to further diversify our portfolio. STRONG AND FLEXIBLE BALANCE SHEET We intend to maintain a strong and flexible balance sheet that will enable us to navigate the various seasons of the lodging cycle. We expect to maintain sufficient liquidity across the lodging cycle and access to multiple types of financing, including corporate bonds and credit facilities. 2023 BUSINESS HIGHLIGHTS We achieved another strong year in fiscal year 2023, with increased revenue and Comparable RevPAR growth, strong balance sheet fundamentals and continued operating efficiencies. Business performance highlights in 2023 include: Reshaping the Park Portfolio Reinvesting in the Portfolio Strengthening our Balance Sheet Returns to Stockholders Rightsized our exposure to the San Francisco market following

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