Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2026
Xenia Hotels & Resorts, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland
001-36594
20-0141677
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 S. Orange Avenue, Suite 2700 Orlando, Florida32801 (Address of Principal Executive Offices)
(407) 246-8100 (Registrant’s Telephone Number, Including Area Code)
N/A (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:
☐ 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
Common Stock
XHR
New York Stock Exchange
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.
The Annual Meeting of the Company was held on May 14, 2026. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
1. The Company’s stockholders elected each of the following directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify by the following votes:
NOMINEE
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
Marcel Verbaas
77,526,331
1,670,453
57,015
3,965,217
Keith E. Bass
77,403,894
1,788,467
61,438
3,965,217
Thomas M. Gartland
77,654,142
1,538,600
61,057
3,965,217
Beverly K. Goulet
78,456,402
740,210
57,187
3,965,217
Arlene Isaacs-Lowe
78,665,730
516,697
71,372
3,965,217
Mary E. McCormick
78,192,562
1,004,455
56,782
3,965,217
Terrence Moorehead
78,941,470
249,473
62,856
3,965,217
Dennis D. Oklak
77,199,639
1,991,320
62,840
3,965,217
2. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the “Say-on-Pay Vote”) by the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
76,414,468
2,523,925
195,334
3,965,217
3. The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026 by the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
82,768,998
287,726
43,718
—
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
Xenia Hotels & Resorts, Inc.
Date: May 14, 2026
By:
/s/ Taylor C. Kessel
Name:
Taylor C. Kessel
Title:
Executive Vice President, Chief Legal Officer and Secretary