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UNITED STATES

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 20, 2021

 

HOST HOTELS & RESORTS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Maryland (Host Hotels & Resorts, Inc.)

 

001-14625

 

53-0085950

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4747 Bethesda Avenue, Suite 1300

Bethesda, Maryland

 

20814

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (240) 744-1000

 

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

Common Stock, $.01 par value

  

HST

  

The Nasdaq Stock Market LLC

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 5.07.

Submission of Matters to a Vote of Security Holders

Host Hotels & Resorts, Inc. (the “Company”) held its annual meeting of stockholders on May 20, 2021. Stockholders were asked to vote on four proposals: the election of directors, the ratification of the appointment of KPMG LLP as Host’s independent registered public accountants for 2021, an advisory vote to approve executive compensation, and the approval of the Company’s and Host Hotels & Resorts, L.P’s 2021 Employee Stock Purchase 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 2022 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

594,958,156

18,441,316

211,980

24,843,124

Richard E. Marriott

589,100,983

24,293,465

217,004

24,843,124

Sandeep L. Mathrani

604,128,274

9,258,852

224,326

24,843,124

John B. Morse, Jr.

580,668,278

32,704,250

238,924

24,843,124

Mary Hogan Preusse

566,216,831

47,184,302

210,319

24,843,124

Walter C. Rakowich

587,577,136

25,809,619

224,697

24,843,124

James F. Risoleo

604,789,156

8,596,583

225,713

24,843,124

Gordon H. Smith

569,946,255

42,054,136

1,611,061

24,843,124

A. William Stein

604,019,475

9,368,965

223,012

24,843,124

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 2021 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.

 

FOR 

AGAINST


ABSTENTIONS 

 

BROKER NON-VOTES

633,615,883

4,591,328

247,365

0

 

Proposal 3 – Advisory Vote on Executive Compensation

The final, non-binding, advisory votes to approve the compensation of the Company’s named executive officers are set forth below. Accordingly, the proposal was approved by approximately 92% of the votes cast.  

FOR 

AGAINST 


ABSTENTIONS 

 

BROKER NON-VOTES

562,949,381

50,320,048

342,023

24,843,124

Proposal 4 – Approval of the 2021 Employee Stock Purchase Plan

Final votes on the proposal to approve the 2021 Employee Stock Purchase Plan are set forth below. Accordingly, the plan was approved.

 

FOR 

AGAINST 


ABSTENTIONS 

 

BROKER NON-VOTES

612,723,458

666,507

221,487

24,843,124

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

 

 

 

Exhibit

No.

 

Description

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 

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 24, 2021

 

 

 

By:

 

/S/ Joseph C. Ottinger

 

 

 

 

Name:

 

Joseph C. Ottinger

 

 

 

 

Title:

 

Senior Vice President and Corporate Controller

 

 

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