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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 15, 2020

 

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

Maryland (Host Hotels & Resorts, Inc.)

Delaware (Host Hotels & Resorts, L.P.)

 

001-14625

0-25087

 

53-0085950

52-2095412

(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

Host Hotels & Resorts, Inc.

Common Stock, $.01 par value

  

HST

  

New York Stock Exchange

Host Hotels & Resorts, L.P.

None

 

None

 

None

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

 

As noted below under Item 5.07, Host Hotels & Resorts, Inc. (“Host” or the “Company”), the general partner of Host Hotels & Resorts, L.P., held its annual meeting of stockholders on May 15, 2020.  At the annual meeting, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company, approved the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan (the “2020 Plan”), which was previously adopted by the Board subject to approval by stockholders.  The 2020 Plan is an amendment and restatement of the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, which expired during 2019, and extends the term of the plan to March 4, 2030.

 

A more detailed description of the material terms of the 2020 Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2020 (the “Proxy Statement”). The foregoing and the summary of the 2020 Plan in the Proxy Statement are not complete summaries of the terms of the 2020 Plan and are qualified by reference to the text of the 2020 Plan, included as Exhibit 10.1 and incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders on May 15, 2020.  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 2020, an advisory vote to approve executive compensation, and the approval of the 2020 Plan.  Final voting results are set forth below.

Proposal 1 – Election of Directors

Final votes regarding the election of ten directors for terms expiring at the 2021 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

603,633,065

6,948,180

456,230

34,452,883

Sheila C. Bair

609,105,138

1,480,982

451,355

34,452,883

Richard E. Marriott

586,963,550

23,591,199

482,726

34,452,883

Sandeep L. Mathrani

606,934,399

3,634,292

468,784

34,452,883

John B. Morse, Jr.

582,169,288

28,405,298

462,889

34,452,883

Mary Hogan Preusse

571,505,066

39,080,904

451,505

34,452,883

Walter C. Rakowich

609,131,472

1,445,221

460,782

34,452,883

James F. Risoleo

599,526,387

11,071,454

439,634

34,452,883

Gordon H. Smith

602,610,122

7,969,187

458,166

34,452,883

A. William Stein

607,494,984

3,079,660

462,831

34,452,883

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 Host to serve for 2020 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.

 

FOR 

AGAINST


ABSTENTIONS 

 

BROKER NON-VOTES

637,053,879

7,947,245

489,234

0

 

Proposal 3 – Advisory Vote on Executive Compensation

The final, non-binding, advisory votes to approve the compensation of Host’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

574,869,028

35,602,310

566,137

34,452,883


Proposal 4 – Approval of the Company’s 2020 Comprehensive Stock and Cash Incentive Plan

Final votes on the proposal to approve the 2020 Plan are set forth below. Accordingly, the 2020 Plan was approved.

 

FOR 

AGAINST 


ABSTENTIONS 

 

BROKER NON-VOTES

578,330,455

32,352,250

354,770

34,452,883

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 3, 2020).

 

 

 

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 20, 2020

 

By:

 

/s/ Brian G. Macnamara

 

 

 

 

Brian G. Macnamara

 

 

 

 

Senior Vice President, Principal Financial Officer, Treasurer and Corporate Controller

 


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, L.P.

 

 

 

 

 

 

 

By:

 

HOST HOTELS & RESORTS, INC, its general partner

 

 

 

 

 

 

 

 

 

 

Date: May 20, 2020

 

By:

 

/s/ Brian G. Macnamara

 

 

 

 

Brian G. Macnamara

 

 

 

 

Senior Vice President, Principal Financial Officer, Treasurer and Corporate Controller

 

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