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Form 8-K HOST HOTELS & RESORTS, For: May 19

May 23, 2022 4:32 PM EDT
8-K
false000107075000010707502022-05-192022-05-19

 

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 19, 2022

 

 

HOST HOTELS & RESORTS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-14625

53-0085950

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4747 Bethesda Ave

 

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(s)

 


Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

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 19, 2022. Stockholders were asked to vote on three proposals: the election of directors, the ratification of the appointment of KPMG LLP as Host’s independent registered public accountants for 2022, 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 eight directors for terms expiring at the 2023 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

615,649,919

18,265,178

2,544,194

19,999,316

Herman E. Bulls

601,049,114

32,848,500

2,561,677

19,999,316

Richard E. Marriott

610,927,734

22,986,601

2,544,956

19,999,316

Mary Hogan Preusse

620,188,237

13,717,685

2,533,323

19,999,316

Walter C. Rakowich

609,492,423

24,412,496

2,544,372

19,999,316

James F. Risoleo

625,528,843

8,375,588

2,554,860

19,999,316

Gordon H. Smith

588,692,601

45,212,995

2,553,695

19,999,316

A. William Stein

625,780,489

8,122,437

2,556,365

19,999,316

 

 

 

 

 

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 2022 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

640,250,321

16,118,191

90,095

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 94% of the votes cast.

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

598,643,932

35,155,126

2,660,233

19,999,316

 

 


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 thereunto duly authorized.

 

 

 

HOST HOTELS & RESORTS, INC.

 

 

 

 

Date:

May 23, 2022

By:

/s/ Joseph C. Ottinger

 

 

 

Joseph C. Ottinger
Senior Vice President and Corporate Controller

 




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