Park Hotels & Resorts (NYSE: PK) 2026 meeting backs board, pay and Ernst & Young

Rhea-AI Filing Summary

Park Hotels & Resorts Inc. held its 2026 annual meeting of stockholders, where investors elected nine directors to serve until the 2027 annual meeting. Each nominee, including Thomas J. Baltimore, Jr. and Patricia M. Bedient, received over 143 million votes in favor, with broker non-votes of 17,250,275 on each director proposal.

Stockholders also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 134,492,488 votes for, 15,218,108 against, and 426,025 abstentions. In addition, stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 166,324,640 votes for, 866,633 against and 195,623 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Thomas J. Baltimore, Jr.: 143,196,913 votes Votes for highest-supported director: 147,473,131 votes Say-on-pay votes for: 134,492,488 votes +5 more

8 metrics

Votes for Thomas J. Baltimore, Jr. 143,196,913 votes Director election at 2026 annual meeting

Votes for highest-supported director 147,473,131 votes Votes for Christie B. Kelly, director election

Say-on-pay votes for 134,492,488 votes Advisory approval of executive compensation

Say-on-pay votes against 15,218,108 votes Advisory approval of executive compensation

Auditor ratification votes for 166,324,640 votes Ratification of Ernst & Young LLP for fiscal 2026

Auditor ratification votes against 866,633 votes Ratification of Ernst & Young LLP for fiscal 2026

Broker non-votes on director items 17,250,275 votes Each director election proposal

Broker non-votes on say-on-pay 17,250,275 votes Advisory vote on executive compensation

Key Terms

broker non-votes, advisory (non-binding) basis, independent registered public accounting firm, Definitive Proxy Statement on Schedule 14A, +1 more

5 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

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 (non-binding) basis financial

"approved, on an advisory (non-binding) basis, the compensation"

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Definitive Proxy Statement on Schedule 14A regulatory

"described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A"

ratified the appointment financial

"stockholders ratified the appointment of Ernst & Young LLP"

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Understanding 8-K Material Events →

0001617406false00016174062026-04-242026-04-24

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): April 24, 2026

______________________________________________________________________________________

Park Hotels & Resorts Inc.

(Exact name of Registrant as Specified in Its Charter)

______________________________________________________________________________________

Delaware			001-37795			36-2058176
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1775 Tysons Blvd., 7th Floor, Tysons, VA						22102
(Address of Principal Executive Offices)						(Zip Code)

(571) 302-5757

(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 Instructions A.2. below):

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, $0.01 par value per share			PK			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 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.

On April 24, 2026, Park Hotels & Resorts Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 12, 2026 (the “2026 Proxy Statement”).

Proposal 1. Election of Directors

The Company’s stockholders elected the nine persons listed below to serve as directors until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:

			For			Against			Abstain			Broker Non-Votes
Thomas J. Baltimore, Jr.			143,196,913			5,128,647			1,811,061			17,250,275
Patricia M. Bedient			144,880,103			4,966,127			290,391			17,250,275
Thomas D. Eckert			146,066,705			3,779,330			290,586			17,250,275
Geoffrey M. Garrett			146,889,120			2,934,374			313,127			17,250,275
Christie B. Kelly			147,473,131			2,372,799			290,691			17,250,275
Terri D. McClements			146,119,161			3,654,251			363,209			17,250,275
Thomas A. Natelli			146,942,661			2,897,220			296,740			17,250,275
Timothy J. Naughton			146,674,568			3,172,007			290,046			17,250,275
Stephen I. Sadove			146,753,521			3,093,416			289,684			17,250,275

Proposal 2. Advisory Vote to Approve Compensation of Named Executive Officers

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers based upon the following votes:

For			Against			Abstain			Broker Non-Votes
134,492,488			15,218,108			426,025			17,250,275

Proposal 3. Ratification of the Appointment of Ernst & Young LLP

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 based upon the following votes:

For			Against			Abstain			Broker Non-Votes
166,324,640			866,633			195,623			-------

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 thereunto duly authorized.

			Park Hotels & Resorts Inc.
Date: April 27, 2026			By:			/s/ Sean M. Dell’Orto
						Sean M. Dell’Orto
						Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

FAQ

What did Park Hotels & Resorts Inc. (PK) approve at its 2026 annual meeting?

Stockholders elected nine directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. These actions confirm the existing board slate, pay practices, and audit relationship for the upcoming fiscal year.

How did Park Hotels & Resorts Inc. (PK) stockholders vote on director elections in 2026?

All nine director nominees were elected, each receiving over 143 million votes in favor. For example, Thomas J. Baltimore, Jr. received 143,196,913 votes for and 5,128,647 against, with 1,811,061 abstentions and 17,250,275 broker non-votes recorded.

What were the results of Park Hotels & Resorts Inc.’s (PK) say-on-pay vote?

Stockholders approved executive compensation on an advisory, non-binding basis. The vote totals were 134,492,488 for, 15,218,108 against, and 426,025 abstentions, with 17,250,275 broker non-votes, indicating overall support for the company’s named executive officer pay program.

Which auditor did Park Hotels & Resorts Inc. (PK) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 166,324,640 votes for, 866,633 against, and 195,623 abstentions, with no broker non-votes reported on this proposal.

How many broker non-votes occurred at the Park Hotels & Resorts Inc. (PK) 2026 meeting?

Broker non-votes totaled 17,250,275 on the director elections and the advisory say-on-pay proposal. There were no broker non-votes on the ratification of Ernst & Young LLP, reflecting that the auditor ratification was considered a routine matter for voting purposes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB