Form 8-K

HOST HOTELS & RESORTS, INC.

(Registrant)

Date: May 15, 2014

/s/ Brian G. Macnamara

Brian G. Macnamara

Senior Vice President and Corporate Controller

0001193125-14-201082.txt : 20140515 0001193125-14-201082.hdr.sgml : 20140515 20140515153105 ACCESSION NUMBER: 0001193125-14-201082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140514 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140515 DATE AS OF CHANGE: 20140515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOST HOTELS & RESORTS, INC. CENTRAL INDEX KEY: 0001070750 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 530085950 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14625 FILM NUMBER: 14846715 BUSINESS ADDRESS: STREET 1: 6903 ROCKLEDGE DR STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 240-744-1000 MAIL ADDRESS: STREET 1: HOST MARRIOTT CORP STREET 2: 6903 ROCKLEDGE DR., SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT CORP/ DATE OF NAME CHANGE: 19981229 FORMER COMPANY: FORMER CONFORMED NAME: HMC MERGER CORP DATE OF NAME CHANGE: 19980921 8-K 1 d726198d8k.htm FORM 8-K Form 8-K

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, 2014

HOST HOTELS & RESORTS, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-14625

53-0085950

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices) (Zip Code)

(240) 744-1000

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 Instruction A.2. below):

¨	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))

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

Annual Meeting of Stockholders

Host Hotels & Resorts, Inc. (“Host”) held its Annual Meeting of Stockholders on May 14, 2014. Stockholders were asked to vote on three proposals: the election of directors, the ratification of KPMG LLP as Host’s auditors for 2014, and an advisory vote to approve executive compensation.

Proposal 1 – Election of Directors

Final votes regarding the election of nine directors for terms expiring at the 2015 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one year term.


	FOR		AGAINST		ABSTENTIONS AND BROKER NON-VOTES
Mary L. Baglivo		670,210,239		1,471,614		21,953,460
Sheila C. Bair		670,226,387		1,475,292		21,935,091
Terence C. Golden		668,041,526		3,664,256		21,930,878
Ann McLaughlin Korologos		622,758,561		48,929,419		21,947,333
Richard E. Marriott		667,174,628		4,560,778		21,901,364
John B. Morse, Jr.		668,024,429		3,666,211		21,946,130
Walter C. Rakowich		670,237,257		1,445,959		21,952,097
Gordon H. Smith		670,173,139		1,512,230		21,951,401
W. Edward Walter		668,949,780		2,746,034		21,940,956

Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants

Final votes on the ratification of the appointment of KPMG LLP as independent auditors of Host to serve for the 2014 calendar year are set forth below. Accordingly, the appointment of KPMG LLP was ratified.


FOR	AGAINST	ABSTENTIONS AND BROKER NON-VOTES
691,119,162	1,510,065	1,007,545

Proposal 3 – Advisory Vote on Executive Compensation

The final non-binding, advisory votes to approve the compensation of Host’s named executive officers are set forth below.


FOR	AGAINST	ABSTENTIONS AND BROKER NON-VOTES
632,207,599	37,364,554	24,064,614

Accordingly the proposal was approved by 94% of the votes cast.

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.