8-K

0001193125-17-040102.txt : 20170213 0001193125-17-040102.hdr.sgml : 20170213 20170213141056 ACCESSION NUMBER: 0001193125-17-040102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170208 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 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: 17598055 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOST HOTELS & RESORTS L.P. CENTRAL INDEX KEY: 0001061937 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522095412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-55807 FILM NUMBER: 17598056 BUSINESS ADDRESS: STREET 1: 6903 ROCKLEDGE DR STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 BUSINESS PHONE: 240-744-1000 MAIL ADDRESS: STREET 1: 6903 ROCKLEDGE DR. STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FORMER COMPANY: FORMER CONFORMED NAME: HOST Hotels & Resorts L P DATE OF NAME CHANGE: 20060418 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT L P DATE OF NAME CHANGE: 19980519 8-K 1 d304237d8k.htm 8-K 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): February 8, 2017

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact name of registrant as specified in its charter)

Maryland (Host Hotels & Resorts, Inc.)

Delaware (Host Hotels & Resorts, L.P.)

001-14625

0-25087

53-0085950

52-2095412

(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)

Registrant’s telephone number, including area code (240) 744-1000

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:

☐	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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Departure of Director

On February 8, 2017, Mr. Terence Golden expressed his intention not to stand for re-election to the Board of Directors of Host Hotels & Resorts, Inc. (the “Company”) at the 2017 Annual Meeting of Stockholders of the Company and his term will therefore end at the conclusion of the 2017 Annual Meeting. Mr. Golden’s retirement comes after over 20 years of distinguished service to the Company. Mr. Golden served as President and Chief Executive Officer from 1995 until his retirement in 2000 and he has also been a director of the Company since 1995. Mr. Golden confirmed to the Board that his determination to not stand for re-election is not the result of any disagreement with the Company relating to its operations, policies or practices. The Board also determined that, effective at the conclusion of the 2017 Annual Meeting of Stockholders, the size of the Board shall be decreased from ten to nine directors.

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.


Date: February 13, 2017	HOST HOTELS & RESORTS, INC.

	By:	/s/ BRIAN G. MACNAMARA

		Brian G. Macnamara
		Senior Vice President and
		Corporate Controller

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.


	HOST HOTELS & RESORTS, L.P.

Date: February 13, 2017	By:	HOST HOTELS & RESORTS, INC.,
		its general partner

	By:	/s/ BRIAN G. MACNAMARA

		Brian G. Macnamara
		Senior Vice President and
		Corporate Controller