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 12, 2016
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.) |
6903 Rockledge Drive, Suite 1500
Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
(240) 744-1000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
Annual Meeting of Stockholders
Host Hotels & Resorts, Inc. (“Host” or the “Company”) held its Annual Meeting of Stockholders on May 12, 2016. Stockholders were asked to vote on six proposals: the election of directors, the ratification of KPMG LLP as Host’s auditors for 2016, an advisory vote to approve executive compensation, approval of a charter amendment providing stockholders the concurrent power to amend the Company’s bylaws, approval of a charter amendment reducing the threshold required for stockholders to call a special meeting and approval of an amended and restated employee stock purchase plan increasing the shares reserved for issuance.
Proposal 1 – Election of Directors
Final votes regarding the election of nine directors for terms expiring at the 2017 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one year term.
| FOR | AGAINST | ABSTENTIONS AND BROKER NON-VOTES |
||||||||||
| Mary L. Baglivo |
660,518,632 | 3,646,131 | 26,722,340 | |||||||||
| Sheila C. Bair |
661,645,352 | 2,535,568 | 26,706,183 | |||||||||
| Terence C. Golden |
644,707,596 | 19,452,293 | 26,727,214 | |||||||||
| Ann McLaughlin Korologos |
614,426,096 | 49,749,140 | 26,711,867 | |||||||||
| Richard E. Marriott |
659,585,264 | 4,605,835 | 26,696,004 | |||||||||
| John B. Morse, Jr. |
642,946,327 | 21,216,674 | 26,724,102 | |||||||||
| Walter C. Rakowich |
659,161,895 | 4,994,540 | 26,730,668 | |||||||||
| Gordon H. Smith |
660,483,380 | 3,679,613 | 26,724,110 | |||||||||
| W. Edward Walter |
655,622,148 | 8,526,210 | 26,738,745 | |||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants
Final votes on the ratification of the appointment of KPMG LLP as independent auditors of Host to serve for the 2016 calendar year are set forth below. Accordingly, the appointment of KPMG LLP was ratified.
| FOR |
AGAINST | ABSTENTIONS AND BROKER NON-VOTES | ||
| 688,560,207 |
2,078,928 | 247,968 |
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 91.5% of the votes cast.
| FOR |
AGAINST | ABSTENTIONS AND BROKER NON-VOTES | ||
| 606,927,600 |
56,731,640 | 27,227,863 |
Proposal 4 – Approval of a Charter amendment providing stockholders the concurrent power to amend the Company’s Bylaws
Final votes on the charter amendment providing stockholders the concurrent power to amend the Company’s bylaws are set forth below. The approval of the charter amendment requires the affirmative vote of at least two-thirds of all the votes entitled to be cast on the proposal. Accordingly, the charter amendment was approved.
| FOR |
AGAINST | ABSTENTIONS AND BROKER NON-VOTES | ||
| 663,624,630 |
424,964 | 26,837,509 |
Proposal 5 – Approval of a Charter amendment reducing the threshold required for stockholders to call a special meeting
Final votes on the charter amendment reducing the threshold for stockholders to call a special meeting are set forth below. The approval of the charter amendment requires the affirmative vote of at least two-thirds of all the votes entitled to be cast on the proposal. Accordingly, the charter amendment was approved.
| FOR |
AGAINST | ABSTENTIONS AND BROKER NON-VOTES | ||
| 663,274,868 |
739,241 | 26,872,994 |
Proposal 6 – Approval of an amended and restated employee stock purchase plan increasing the shares reserved for issuance
Final votes on the amended and restated employee stock purchase plan increasing the shares reserved for issuance are set forth below. Approval of the plan requires the affirmative vote of a majority of votes cast on the proposal at the annual meeting. Accordingly, the plan was approved.
| FOR |
AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 662,782,462 |
1,361,099 | 190,762 | 26,552,780 |
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. (Registrant) | ||||
| Date: May 13, 2016 | By: | /s/ Brian G. Macnamara | ||
| Brian G. Macnamara | ||||
| Senior Vice President and Corporate Controller | ||||