HST Host Hotels and Resorts Inc

Host Hotels & Resorts, Inc. (the “Company”) announced that, on June 5, 2017, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors of the Company, the Board increased its size from nine to ten directors and elected Ms. Mary Hogan Preusse to the Board of Directors to serve until the next annual meeting of stockholders of the Company and until her successor is duly elected and qualified. It is anticipated that Ms. Hogan Preusse will be appointed to a Board committee later in the year.

Until May 2017, Ms. Hogan Preusse served as Managing Director and Co-Head of Americas Real Estate for APG Asset Management U.S. Prior to joining APG in 2000, she was a sell-side analyst covering the REIT sector for eight years and began her career at Merrill Lynch as an investment banking analyst. She currently serves as a director on the boards of Kimco Realty Corporation; VEREIT, Inc.; and Digital Realty Trust, Inc. She also serves on the steering committee of NAREIT’s Investor Advisory Council and is a member of the Real Estate and Infrastructure Advisory Board of the Carey Business School at Johns Hopkins University.

The Board of Directors determined that Ms. Hogan Preusse is independent under (a) Section 303A.02 of the New York Stock Exchange Listed Company Manual, and (b) the “Director Independence Guidelines” of the Corporate Governance Guidelines of the Company. In connection with her appointment, the Company will enter into an indemnification agreement with Ms. Hogan Preusse, substantially in the form of the indemnification agreement the Company has entered into with all other directors and previously filed by the Company with the Securities and Exchange Commission. The form of the indemnification agreement generally provides for the indemnification of and advancement of expenses to a director to the maximum extent permitted by Maryland law for claims, suits or proceedings arising out of their service to the Company.

Ms. Hogan Preusse will receive the same fees for her service as our other independent directors, which fees were disclosed in the Company’s proxy statement for its 2017 Annual Meeting of Stockholders. Annual cash compensation will be pro-rated from the date of Ms. Hogan Preusse’s election to the Board. In addition, the Nominating and Corporate Governance Committee recommended, and the Board approved, an award of common stock units equaling the prorated annual stock award amount to be credited to a deferred stock unit account established for Ms. Hogan Preusse. The number of stock units was calculated by dividing the pro-rated annual stock award amount of $125,000 by the fair market value of the Company’s common stock on the date of Board approval, June 5, 2017.

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