Park Hotels & Resorts Files 8-K

TL;DR

PHR filed an 8-K on 4/19, check for shareholder votes & financials.

AI Summary

Park Hotels & Resorts Inc. filed an 8-K on April 19, 2024, reporting on matters submitted to a vote of security holders and financial statements. The company, formerly part of Hilton Worldwide, Inc., is incorporated in Delaware and has its fiscal year end on December 31st.

Why It Matters

This filing provides updates on corporate actions and financial reporting for Park Hotels & Resorts Inc., which is relevant for investors tracking the company's governance and financial health.

Risk Assessment

Risk Level: low — This is a routine SEC filing reporting on corporate events and financial statements, not indicating any immediate operational or financial distress.

Key Numbers

• 001-37795 — SEC File Number (Identifies the company's filing with the SEC)
• 36-2058176 — IRS Number (Company's tax identification number)

Key Players & Entities

• Park Hotels & Resorts Inc. (company) — Registrant
• Hilton Worldwide, Inc. (company) — Former Company
• April 19, 2024 (date) — Date of Report
• Delaware (location) — State of Incorporation
• December 31 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share PK New York Stock E

Filing Documents

• pk-20240419.htm (8-K) — 58KB
• exhibit31.htm (EX-3.1) — 9KB
• 0001617406-24-000035.txt ( ) — 200KB
• pk-20240419.xsd (EX-101.SCH) — 2KB
• pk-20240419_lab.xml (EX-101.LAB) — 23KB
• pk-20240419_pre.xml (EX-101.PRE) — 13KB
• pk-20240419_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 19, 2024, Park Hotels & Resorts Inc. (the " Company ") held its 2024 Annual Meeting of Stockholders (the " Annual Meeting ") at which the Company's stockholders voted, among other things, to approve an amendment (the " Officer Exculpation Amendment ") to the Company's Amended and Restated Certificate of Incorporation (the " Existing Charter ") to provide for the exculpation of certain of the Company's officers from liability in specific circumstances, as permitted by Delaware law, as further described in "Proposal 2: Approval and Adoption of the Amendment to the Amended and Restated Certificate of Incorporation" in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 8, 2024 (the " 2024 Proxy Statement "). Following approval by the stockholders of the Officer Exculpation Amendment at the Annual Meeting, on April 19, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the " Certificate of Amendment ") to give effect to the Officer Exculpation Amendment. The foregoing descriptions of the Officer Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on April 19, 2024. Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the 2024 Proxy Statement. Proposal 1. Election of Directors The Company's stockholders elected the nine persons listed below to serve as directors until the 2025 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes: For Against Abstain Broker Non-Votes Thomas J. Baltimore, Jr. 164,273,139 9,691,452 1,068,789 9,376,305 Patricia M. Bedient 173,443,473 1,508,858 81,049 9,376,305 Thomas D. Eckert 171,054,239 3,895,752 83,389 9,376,305 Geoffrey M. Garrett 171,090,207 2,946,238 996,935 9,376,305 Christie B. Kelly 173,521,916 1,430,058 81,406 9,376,305 Terri D. McClements 173,701,996 334,629 996,755 9,376,305 Thomas A. Natelli 173,490,988 1,456,210 86,182 9,376,305 Timothy J. Naughton 168,781,224 6,165,251 86,905 9,376,305 Stephen I. Sadove 165,539,132 9,408,053 86,195 9,376,305 Proposal 2. Vote to Approve the and Adopt the Amendment to the Amended and Restated Certificate of Incorporation The Company's stockholders approved the Amendment to the Company's Existing Charter based upon the following votes: For Against Abstain Broker Non-Votes 161,692,465 13,207,062 133,853 9,376,305 Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers based upon the following votes: For Against Abstain Broker Non-Votes 164,962,634 9,862,902 207,844 9,376,305 Proposal 4. Ratification of the Appointment of Ernst & Young LLP The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 based

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d ) Exhibits : Exhibit No. Description 3.1* Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Park Hotels & Resorts Inc., dated April 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith

SIGNATURES

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 thereunto duly authorized. Park Hotels & Resorts Inc. Date: April 19, 2024 By: /s/ Sean M. Dell'Orto Sean M. Dell'Orto Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR