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 12, 2020

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-32319	20-1296886
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
200 Spectrum Center Drive, 21st Floor Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

(949) 330-4000

(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(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	SHO	New York Stock Exchange
Series E Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRF	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 checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(1) of the Exchange Act.  ☐

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2020, Ms. Jamie Behar expressed her intention to not stand for re-election to the Board of Directors (the “Board”) of Sunstone Hotel Investors, Inc. (the “Company”) at the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) of the Company. Her term will therefore end at the conclusion of the 2020 Annual Meeting. Ms. Behar’s retirements comes after 16 years of distinguished service to the Company, having joined the Board in 2004. Ms. Behar confirmed to the Board that her determination to not stand for re-election is not the result of any disagreement with the Company relating to its operations, policies or practices.

On February 13, 2020, the Company announced that the Board intends to nominate Ms. Monica Digilio for election as a member of the Board at the 2020 Annual Meeting. The Board has not yet determined to which committees of the Board Ms. Digilio will be appointed.

There are no arrangements or understandings between Ms. Digilio and any other person(s) pursuant to which she was nominated for election as a director, and the Company has not entered into, nor has any currently proposed plans to enter into, any transactions in which Ms. Digilio has or will have a direct or indirect material interest. In addition, there are no family relationships between Ms. Digilio and any other director or executive officer of the Company.

A copy of the press release announcing Ms. Behar’s retirement and Ms. Digilio’s nomination is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 18, 2020.
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 thereunto duly authorized.

	Sunstone Hotel Investors, Inc.
Date: February 18, 2020	By:	/s/ Bryan A. Giglia
		Bryan A. Giglia Principal Financial Officer and Duly Authorized Officer

EX-99.1

Exhibit 99.1

For Additional Information:

Bryan Giglia

Sunstone Hotel Investors, Inc.

(949) 382-3036

Aaron Reyes

Sunstone Hotel Investors, Inc.

(949) 382-3018

Sunstone Hotel Investors Announces Changes To The Board of Directors

Irvine, Calif. (February 18, 2020) – Sunstone Hotel Investors, Inc. (the “Company” or “Sunstone”) (NYSE: SHO), the owner of Long-Term Relevant Real Estate® in the hospitality sector, today announced two actions that reaffirm the Company’s commitment to stockholder-friendly corporate governance and ongoing Board refreshment.  First, Z. Jamie Behar, a Sunstone Director since 2004 and its current Chairwoman of the Nominating & Corporate Governance Committee, informed the Company’s Chairman of the Board, Douglas M. Pasquale, that she will not stand for re-election to the Board of Directors at the 2020 annual meeting of stockholders.  Second, the Board of Directors unanimously nominated Monica Digilio to stand for election to the Board at the Company’s 2020 annual meeting.

“I, along with all the Company’s Directors, would like to thank Jamie for her leadership and considerable contributions to Sunstone over the past fifteen years” stated Mr. Pasquale.  “At the same time, we are pleased to welcome Monica to the Board and look forward to benefiting from her significant expertise.”

John Arabia, President and Chief Executive Officer, stated “I thank Jamie and am grateful for her many contributions.  Under her leadership as Chairwoman of the Nominating & Corporate Governance Committee, we have continued to establish Sunstone as an industry leader in corporate governance and transparent communication. The Company and our stockholders have greatly benefited from her tenure as a Board Member.”

Mr. Arabia continued “I also would like to welcome Monica to the Board of Directors.  Monica brings a wealth of knowledge and experience in human resources, labor relations, hotel operations, corporate governance and mergers & acquisitions.”

About Monica Digilio:

Ms. Digilio has more than 25 years of experience in the hospitality, resort and gaming industries. She currently serves as the Executive Vice President and Chief Human Resources Officer for Caesars Entertainment Corporation. Prior to joining Caesars Entertainment, Ms. Digilio spent six years as the Executive Vice President, Chief Human Resources Officer for Montage International, where she helped to expand the company’s portfolio of Montage branded hotels and resorts, and to launch the Pendry brand.

Prior to joining Montage Hotels and Resorts, she spent 12 years as the Executive Vice President of Global Human Resources for Kerzner International, parent company of the Atlantis and One & Only brands, and 10 years in leadership positions with ITT Sheraton Corporation.

Ms. Digilio is a native of New York and holds both a Master’s Degree and a Bachelor’s Degree from Ithaca College in Ithaca, New York.  She also serves as an Advisory Board Member for Cornell University's Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship.

About Sunstone Hotel Investors:

Sunstone Hotel Investors, Inc. is a real estate investment trust (“REIT”) that invests in Long-Term Relevant Real Estate® within the hospitality sector.  Sunstone’s hotels are primarily in the urban and resort upper upscale segment and are predominantly operated under nationally recognized brands such as Marriott, Hilton and Hyatt. For further information, please visit Sunstone’s website at www.sunstonehotels.com.  

XML

Document and Entity Information	Feb. 12, 2020
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2020
Entity Registrant Name	Sunstone Hotel Investors, Inc.
Entity Central Index Key	0001295810
Entity Incorporation, State or Country Code	MD
Entity File Number	001-32319
Entity Tax Identification Number	20-1296886
Entity Address, Address Line One	200 Spectrum Center Drive
Entity Address, Adress Line Two	21st Floor
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	330-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	SHO
Security Exchange Name	NYSE
Series E Cumulative Redeemable Preferred Stock
Title of 12(b) Security	Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	SHO.PRE
Security Exchange Name	NYSE
Series F Cumulative Redeemable Preferred Stock
Title of 12(b) Security	Series F Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	SHO.PRF
Security Exchange Name	NYSE