Maryland
(State or Other Jurisdiction of Incorporation) |
001-36594
(Commission File Number) |
20-0141677
(IRS Employer Identification No.) |
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Opt-out of Certain Provisions of Maryland’s Unsolicited Takeovers Act
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Section 3-804(a) – requiring that stockholders may remove any director by the affirmative vote of two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors;
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Section 3-804(b) – requiring that the number of directors be fixed only by vote of the board of directors;
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Section 3-804(c) – requiring any vacancy on the board of directors be filled only by the majority vote of the remaining directors and for the remainder of the full term in which the vacancy occurred and until a successor is elected and qualifies; and
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Section 3-805 – requiring that a special meeting may only be called upon stockholder request only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.
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Proposal to Effect Opt-out of Remaining Provision of Maryland’s Unsolicited Takeovers Act
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(d)
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Exhibit
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Exhibit Number
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Description
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3.1
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Articles Supplementary prohibiting election under Sections 3-803, 3-804(a), 3-804(b) and 3-805 of the MGCL without stockholder approval
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Xenia Hotels and Resorts, Inc.
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Date: March 15, 2017
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By:
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/s/ TAYLOR C. KESSEL
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Name:
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Taylor C. Kessel
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Title
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Senior Vice President, General Counsel and Secretary
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Exhibit No.
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Description
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3.1
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Articles Supplementary prohibiting election under Sections 3-803, 3-804(a), 3-804(b) and 3-805 of the MGCL without stockholder approval
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ATTEST:
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XENIA HOTELS & RESORTS, INC.
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/s/ TAYLOR C. KESSEL
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By:
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/s/ MARCEL VERBAAS
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Taylor C. Kessel
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Marcel Verbaas
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Senior Vice President, General Counsel and Secretary
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President and Chief Executive Officer
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