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Host Hotels (NASDAQ: HST) investors back board, KPMG and pay

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(High)
Filing Sentiment
(Neutral)
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8-K

Rhea-AI Filing Summary

Host Hotels & Resorts, Inc. reported results from its annual stockholder meeting held on May 20, 2026. Stockholders elected nine directors to one-year terms, with each nominee receiving substantial support. They also ratified the appointment of KPMG LLP as independent registered public accountants for 2026, with 602,833,025 votes cast in favor.

In addition, stockholders approved the company’s executive compensation in a non-binding advisory vote. The proposal received 556,327,681 votes for, 40,332,115 against, and 6,429,888 abstentions, which the company states represented approximately 93% of votes cast in favor.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
KPMG ratification votes for 602,833,025 votes Ratification of KPMG LLP as 2026 independent registered public accountants
KPMG ratification votes against 30,935,290 votes Ratification of KPMG LLP as 2026 independent registered public accountants
Executive compensation votes for 556,327,681 votes Advisory say-on-pay vote, approximately 93% of votes cast in favor
Executive compensation votes against 40,332,115 votes Advisory say-on-pay vote
Executive compensation abstentions 6,429,888 votes Advisory say-on-pay vote
Director Risoleo votes for 588,080,955 votes Election of director James F. Risoleo
Broker non-votes on say-on-pay 32,199,075 votes Advisory vote on executive compensation
broker non-votes financial
"FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES 556,327,681 | 40,332,115 | 6,429,888 | 32,199,075"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"an advisory vote to approve executive compensation. Final voting results are set forth below."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accountants financial
"the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2026"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
emerging growth company regulatory
"Emerging growth company o o Item 5.07. Submission of Matters to a Vote of Security Holders."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Submission of Matters to a Vote of Security Holders regulatory
"Item 5.07. Submission of Matters to a Vote of Security Holders."
Understanding 8-K Material Events →
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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
001-1462553-0085950
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 ClassTrading SymbolName of Each Exchange on
Which Registered
Common Stock, $.01 par valueHSTThe 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.
FORAGAINSTABSTENTIONSBROKER NON-VOTES
Mary L. Baglivo565,971,53029,705,4267,412,72832,199,075
Herman E. Bulls561,824,57632,393,2688,871,84032,199,075
Diana M. Laing579,317,47814,901,6558,870,55132,199,075
Richard E. Marriott572,864,31922,848,5647,376,80132,199,075
Mary Hogan Preusse582,541,17213,133,6467,414,86632,199,075
Walter C. Rakowich564,055,48131,654,7157,379,48832,199,075
James F. Risoleo588,080,9557,624,5987,384,13132,199,075
Gordon H. Smith547,699,72647,968,7527,421,20632,199,075
A. William Stein579,565,58416,100,2797,423,82132,199,075
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.
FORAGAINSTABSTENTIONSBROKER NON-VOTES
602,833,02530,935,2901,520,4440
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.
FORAGAINSTABSTENTIONSBROKER NON-VOTES
556,327,68140,332,1156,429,88832,199,075



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, 2026By:
/S/ JOSEPH C. OTTINGER
Name:Joseph C. Ottinger
Title:Senior Vice President and Corporate Controller

Source: View Original Filing on SEC EDGAR

FAQ

What did Host Hotels (HST) stockholders approve at the 2026 annual meeting?

Host Hotels stockholders elected nine directors, ratified KPMG LLP as 2026 independent auditors, and approved executive compensation. All three proposals received strong support, including a say-on-pay advisory vote with approximately 93% of votes cast in favor.

Were all director nominees elected at Host Hotels’ 2026 annual meeting?

Yes, all nine director nominees were elected to one-year terms expiring at the 2027 annual meeting. Each nominee, including James F. Risoleo and A. William Stein, received a majority of votes cast in favor, with additional broker non-votes recorded.

Did Host Hotels (HST) stockholders ratify KPMG LLP as auditors for 2026?

Yes, stockholders ratified KPMG LLP as Host Hotels’ independent registered public accountants for 2026. The ratification received 602,833,025 votes for, 30,935,290 against, 1,520,444 abstentions, and no broker non-votes, confirming continued support for KPMG as auditor.

How did Host Hotels stockholders vote on executive compensation in 2026?

Stockholders approved Host Hotels’ executive compensation in a non-binding advisory vote. The proposal received 556,327,681 votes for, 40,332,115 against, and 6,429,888 abstentions, which the company states represented approximately 93% of the votes cast in favor overall.

What are broker non-votes in Host Hotels’ 2026 voting results?

Broker non-votes occur when brokers do not have discretionary authority to vote on certain proposals without specific client instructions. In Host Hotels’ 2026 meeting, broker non-votes totaled 32,199,075 for director elections and the advisory say-on-pay proposal, but none for auditor ratification.

How many votes supported Host Hotels’ director James F. Risoleo in 2026?

James F. Risoleo received 588,080,955 votes for, 7,624,598 against, and 7,384,131 abstentions, plus 32,199,075 broker non-votes. These results show strong stockholder support for his election to the board for a term expiring at the 2027 annual meeting.

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