Xenia Hotels & Resorts (XHR) shareholders back board, pay and KPMG at 2026 meeting

Rhea-AI Filing Summary

Xenia Hotels & Resorts, Inc. reported the results of its annual stockholder meeting held on May 14, 2026. Stockholders elected eight directors, including Marcel Verbaas and the full slate of nominees, to serve until the 2027 annual meeting. Support levels were strong, with each director receiving over 77 million votes in favor, subject to modest opposition and abstentions, along with broker non-votes.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 76,414,468 votes for, 2,523,925 against and 195,334 abstentions, plus 3,965,217 broker non-votes. In addition, stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2026, with 82,768,998 votes for, 287,726 against and 43,718 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Highest director votes for: 78,941,470 votes Say-on-pay for votes: 76,414,468 votes Say-on-pay against votes: 2,523,925 votes +4 more

7 metrics

Highest director votes for 78,941,470 votes Votes for nominee Terrence Moorehead

Say-on-pay for votes 76,414,468 votes Non-binding approval of executive compensation

Say-on-pay against votes 2,523,925 votes Non-binding advisory vote on compensation

Auditor ratification for votes 82,768,998 votes Ratification of KPMG LLP for fiscal 2026

Auditor ratification against votes 287,726 votes Ratification of KPMG LLP for fiscal 2026

Auditor ratification abstentions 43,718 votes Ratification of KPMG LLP for fiscal 2026

Broker non-votes on proposals 1 & 2 3,965,217 votes Director elections and say-on-pay

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, say-on-pay vote, +1 more

5 terms

broker non-votes financial

"BROKER NON-VOTES 3,965,217"

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.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm"

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.

say-on-pay vote financial

"the compensation of the Company’s named executive officers as disclosed in the proxy statement (the “Say-on-Pay Vote”)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

Annual Meeting financial

"The Annual Meeting of the Company was held on May 14, 2026."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/14/2026 - 04:19 PM Learn about SEC filing dates

FAQ

What did Xenia Hotels & Resorts (XHR) stockholders vote on at the 2026 annual meeting?

Stockholders elected eight directors, approved executive compensation on a non-binding basis, and ratified KPMG LLP as independent auditor for fiscal year 2026. The filing details vote counts for each item, including for, against, abstentions and broker non-votes.

Were all Xenia Hotels & Resorts (XHR) director nominees elected in 2026?

Yes, all eight nominees were elected to serve until the 2027 annual meeting. Each candidate received over 77 million votes in favor, with relatively small numbers of votes against or abstentions and additional broker non-votes reported.

How did Xenia Hotels & Resorts (XHR) stockholders vote on say-on-pay in 2026?

Stockholders approved the company’s executive compensation on a non-binding advisory basis. The vote totaled 76,414,468 for, 2,523,925 against and 195,334 abstentions, with 3,965,217 broker non-votes also recorded in the results.

Which auditing firm did Xenia Hotels & Resorts (XHR) stockholders ratify for 2026?

Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2026. The ratification received 82,768,998 votes for, 287,726 against and 43,718 abstentions, with no broker non-votes reported for this proposal.

What are broker non-votes in the Xenia Hotels & Resorts (XHR) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on certain proposals. The results show 3,965,217 broker non-votes for the director elections and say-on-pay proposal, but none for the auditor ratification item.

When will the newly elected Xenia Hotels & Resorts (XHR) directors serve until?

Each elected director will serve until the company’s 2027 annual meeting of stockholders and until a successor is duly elected and qualifies. This aligns with the company’s typical annual election cycle for its board of directors.

0001616000false00016160002026-05-142026-05-14

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 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, Florida 32801
(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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB