Current Report Filing (8-k)
October 19 2020 - 8:51AM
Edgar (US Regulatory)
false
0001070750
0001070750
2020-10-15
2020-10-15
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): October 15, 2020
HOST HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-14625
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53-0085950
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4747 Bethesda Avenue, Suite 1300
Bethesda, Maryland
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on
Which Registered
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Host Hotels & Resorts, Inc.
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Common Stock, $.01 par value
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HST
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New York Stock Exchange
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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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 19, 2020, Host Hotels & Resorts, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors on October 15, 2020, provided written notice to the New York Stock Exchange (“NYSE”) of its determination to voluntarily withdraw the principal listing of the Company’s common stock, par value $0.01 per share (the “Common Stock”), from the NYSE and transfer the listing to the Nasdaq Global Select Market (“Nasdaq”). The Company expects that listing and trading of its Common Stock on the NYSE will end at market close on October 30, 2020, and that trading will commence on Nasdaq at market open on November 2, 2020.
The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “HST”.
Item 7.01. Regulation FD Disclosure.
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the
Common Stock to Nasdaq.
The information included in this Current Report under Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01.
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Financial Statements and Exhibits.
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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.
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HOST HOTELS & RESORTS, INC.
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Date: October 19, 2020
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By:
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/S/ BRIAN G. MACNAMARA
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Name:
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Brian G. Macnamara
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Title:
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Senior Vice President and Corporate Controller
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