Host Hotels & Resorts Files 8-K: Director Changes & Shareholder Vote
Ticker: HST · Form: 8-K · Filed: May 17, 2024 · CIK: 1070750
Sentiment: neutral
Topics: corporate-governance, officer-compensation, shareholder-vote
TL;DR
Host Hotels & Resorts filed an 8-K detailing director elections, executive pay adjustments, and shareholder votes.
AI Summary
Host Hotels & Resorts, Inc. announced on May 15, 2024, the election of new directors and changes in officer compensation. The company also held a meeting where security holders voted on various matters. Additionally, financial statements and exhibits were filed as part of this 8-K report.
Why It Matters
This filing provides updates on corporate governance and executive compensation, which can influence investor confidence and the company's strategic direction.
Risk Assessment
Risk Level: low — This is a routine corporate filing detailing board changes and shareholder votes, with no immediate financial distress indicated.
Key Players & Entities
- HOST HOTELS & RESORTS, INC. (company) — Filer
- HOST HOTELS & RESORTS L.P. (company) — Related Filer
- 20240515 (date) — Report Date
FAQ
Who were the key individuals involved in the director elections or officer appointments?
The filing mentions the election of directors and appointment of officers, but specific names of newly elected directors or appointed officers are not detailed in the provided text.
What specific matters were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but the specific proposals voted upon are not detailed in the provided text.
What is the significance of the 'Conformed Submission Type: 8-K'?
An 8-K filing is a report of unscheduled material events or corporate changes that a publicly traded company must disclose to the SEC.
What is the primary business of Host Hotels & Resorts, Inc.?
Host Hotels & Resorts, Inc. is primarily involved in the Real Estate Investment Trusts sector, as indicated by its SIC code [6798].
When was Host Hotels & Resorts, Inc. incorporated?
Host Hotels & Resorts, Inc. was incorporated in Maryland (MD).
Filing Stats: 1,084 words · 4 min read · ~4 pages · Grade level 9.7 · Accepted 2024-05-17 16:03:33
Key Financial Figures
- $0.01 — 0 shares of the Company's common stock, $0.01 par value per share ("Common Stock"), f
Filing Documents
- hst-20240515.htm (8-K) — 61KB
- 0001070750-24-000151.txt ( ) — 230KB
- hst-20240515.xsd (EX-101.SCH) — 3KB
- hst-20240515_def.xml (EX-101.DEF) — 15KB
- hst-20240515_lab.xml (EX-101.LAB) — 27KB
- hst-20240515_pre.xml (EX-101.PRE) — 16KB
- hst-20240515_htm.xml (XML) — 5KB
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of stockholders on May 15, 2024. Stockholders were asked to vote on four proposals: the election of directors, the ratification of the appointment of KPMG LLP as the Company's independent registered public accountants for 2024, an advisory vote to approve executive compensation, and approval of the 2024 Plan. Final voting results are set forth below. Proposal 1 – Election of Directors Final votes regarding the election of nine directors for terms expiring at the 2025 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one-year term. FOR AGAINST ABSTENTIONS BROKER NON-VOTES Mary L. Baglivo 610,708,754 21,145,078 3,018,787 14,085,702 Herman E. Bulls 606,945,235 24,899,419 3,027,965 14,085,702 Diana M. Laing 625,705,095 6,147,006 3,019,417 14,085,702 Richard E. Marriott 617,845,344 14,016,176 3,011,099 14,085,702 Mary Hogan Preusse 613,872,059 17,916,806 3,083,754 14,085,702 Walter C. Rakowich 604,528,422 27,311,513 3,032,684 14,085,702 James F. Risoleo 628,696,356 3,150,169 3,150,168 14,085,702 Gordon H. Smith 591,002,963 40,833,817 3,035,839 14,085,702 A. William Stein 628,550,181 3,290,746 3,031,692 14,085,702 Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants Final votes on the ratification of the appointment of KPMG LLP as independent registered public accountants of the Company to serve for 2024 are set forth below. Accordingly, the appointment of KPMG LLP was ratified. FOR AGAINST ABSTENTIONS BROKER NON-VOTES 612,551,893 36,295,259 11,169 0 Proposal 3 – Advisory Vote on Executive Compensation The final, non-binding, advisory votes on the Company's executive compensation are set forth below. Accordingly, the proposal was approved by approximately 93% of the votes cast. FOR AGAINST ABSTENTIONS BROKER NON-VOTES 587,838,397 43,737,508 3,296,714 14,085,702
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Appendix A of the Company's Definit ive Proxy Statement on S c hedule 14A, filed on April 5, 2024 . ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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, hereunto duly authorized. HOST HOTELS & RESORTS, INC. Date: May 17, 2024 By: / S / J OSEPH C. O TTINGER Name: Joseph C. Ottinger Title: Senior Vice President and Corporate Controller
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, hereunto duly authorized. HOST HOTELS & RESORTS, L.P. By: HOST HOTELS & RESORTS, INC, its general partner Date: May 17, 2024 By: / S / J OSEPH C. O TTINGER Name: Joseph C. Ottinger Title: Senior Vice President and Corporate Controller