UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES 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 13, 2025
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
(407 ) 246-8100
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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:
| 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 | |||||
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.
The Board of Directors of Xenia Hotels & Resorts, Inc. ("Xenia" or the "Company"), previously adopted, subject to stockholder approval, the fifth amendment (the "Fifth Amendment") to the Xenia, XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (the "2015 Plan"), which was approved by Xenia's stockholders on May 13, 2025 at the 2025 Annual Meeting of the Stockholders of the Company (the "Annual Meeting"). The Fifth Amendment increased the aggregate number of shares of common stock that may be issued pursuant to awards under the 2015 Plan by 2,250,000 shares, thereby increasing the share limit to 14,000,000 shares.
The foregoing description of the Fifth Amendment to the 2015 Plan is qualified in its entirety by reference to the text of such amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 13, 2025. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
1. The Company’s stockholders elected each of the following directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify by the following votes:
| NOMINEE | FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
| Marcel Verbaas | 80,811,598 | 2,408,754 | 49,598 | 5,392,616 | ||||||||||||||||||||||
| Keith E. Bass | 82,003,803 | 1,212,130 | 54,017 | 5,392,616 | ||||||||||||||||||||||
| Thomas M. Gartland | 80,527,669 | 2,688,406 | 53,875 | 5,392,616 | ||||||||||||||||||||||
| Beverly K. Goulet | 82,707,234 | 512,445 | 50,271 | 5,392,616 | ||||||||||||||||||||||
| Arlene Isaacs-Lowe | 82,660,420 | 536,431 | 73,099 | 5,392,616 | ||||||||||||||||||||||
| Mary E. McCormick | 82,385,896 | 833,844 | 50,210 | 5,392,616 | ||||||||||||||||||||||
| Terrence Moorehead | 82,445,148 | 770,203 | 54,599 | 5,392,616 | ||||||||||||||||||||||
| Dennis D. Oklak | 82,565,591 | 647,305 | 57,054 | 5,392,616 | ||||||||||||||||||||||
2. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the “Say-on-Pay Vote”) by the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 79,012,263 | 4,057,970 | 199,717 | 5,392,616 | |||||||||||||||||
3. The Company's stockholders approved the Fifth Amendment to the Company's 2015 Plan by the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 61,379,835 | 21,710,513 | 179,602 | 5,392,616 | |||||||||||||||||
4. The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2025 by the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 87,454,688 | 1,142,802 | 65,076 | — | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Fifth Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Xenia Hotels & Resorts, Inc. | |||||||||||
| Date: May 14, 2025 | By: | /s/ Taylor C. Kessel | |||||||||
| Name: | Taylor C. Kessel | ||||||||||
| Title: | Senior Vice President , General Counsel and Secretary | ||||||||||
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