8-K – 2026-05-22 – hst-20260520.htm

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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 20, 2026
_________________________________________________________
HOST HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in Charter)
_________________________________________________________

Maryland
001-14625 53-0085950
(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:

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.

HOST HOTELS & RESORTS, INC.

Date: May 22, 2026 By: / S / J OSEPH C. O TTINGER

Name: Joseph C. Ottinger
Title: Senior Vice President and Corporate Controller