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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 o
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. o
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, 2026. Stockholders were asked to vote on three proposals: the election of directors, the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2026, 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 nine directors for terms expiring at the 2027 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
565,971,530
29,705,426
7,412,728
32,199,075
Herman E. Bulls
561,824,576
32,393,268
8,871,840
32,199,075
Diana M. Laing
579,317,478
14,901,655
8,870,551
32,199,075
Richard E. Marriott
572,864,319
22,848,564
7,376,801
32,199,075
Mary Hogan Preusse
582,541,172
13,133,646
7,414,866
32,199,075
Walter C. Rakowich
564,055,481
31,654,715
7,379,488
32,199,075
James F. Risoleo
588,080,955
7,624,598
7,384,131
32,199,075
Gordon H. Smith
547,699,726
47,968,752
7,421,206
32,199,075
A. William Stein
579,565,584
16,100,279
7,423,821
32,199,075
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 2026 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
602,833,025
30,935,290
1,520,444
0
Proposal 3 – Advisory Vote on Executive Compensation
The final, non-binding, advisory votes on the Company’s executive compensation are set forth below. Accordingly, the proposal was approved by approximately 93% of the votes cast.
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
556,327,681
40,332,115
6,429,888
32,199,075
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.