Host Hotels & Resorts Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HST
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 14, 2025
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(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (240 744-1000
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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)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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).
Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
Host Hotels & Resorts, Inc. (the "Company") held its annual meeting of stockholders on May 14, 2025. Stockholders were asked to vote on three proposals: the election of directors, the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2025, and an advisory vote to approve executive compensation. 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 2026 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 | 600,998,992 | 14,743,741 | 4,620,970 | 18,020,055 | ||||||||||
| Herman E. Bulls | 595,490,570 | 20,256,587 | 4,616,434 | 18,020,055 | ||||||||||
| Diana M. Laing | 587,491,729 | 28,254,954 | 4,617,020 | 18,020,055 | ||||||||||
| Richard E. Marriott | 603,647,887 | 13,544,226 | 3,171,456 | 18,020,055 | ||||||||||
| Mary Hogan Preusse | 602,172,785 | 15,014,067 | 3,176,749 | 18,020,055 | ||||||||||
| Walter C. Rakowich | 589,570,088 | 27,616,487 | 3,177,128 | 18,020,055 | ||||||||||
| James F. Risoleo | 611,041,592 | 6,142,011 | 3,180,100 | 18,020,055 | ||||||||||
| Gordon H. Smith | 580,021,980 | 37,162,959 | 3,178,754 | 18,020,055 | ||||||||||
| A. William Stein | 606,061,799 | 11,120,808 | 3,181,096 | 18,020,055 | ||||||||||
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 2025 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 606,507,439 | 31,607,540 | 268,780 | 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 88% of the votes cast.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 543,456,949 | 72,072,325 | 4,834,430 | 18,020,055 | ||||||||
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 16, 2025 | By: | /S/ JOSEPH C. OTTINGER | ||||||
| Name: | Joseph C. Ottinger | |||||||
| Title: | Senior Vice President and Corporate Controller | |||||||