false0001616000 0001616000 2020-05-19 2020-05-19
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 19, 2020

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

The Board of Directors of Xenia Hotels & Resorts, Inc. (“Xenia" or the "Company”), previously adopted, subject to stockholder approval, the second amendment (the "Second Amendment") to the Xenia, XHR Holding, Inc. and XHR LP Incentive Award Plan (the “2015 Plan”), which was approved by Xenia's stockholders on May 19, 2020 at the 2020 Annual Meeting of the Stockholders of the Company (the "Annual Meeting"). The Second Amendment (i) increased the aggregate number of shares of common stock that may be issued pursuant to awards under the 2015 Plan by 2,000,000 shares, thereby increasing the share limit to 9,000,000 shares; and (ii) revised the 2015 Plan to include a minimum vesting requirement pursuant to which no awards granted under the amended 2015 Plan may vest until the first anniversary of the applicable grant date (subject to limited exceptions). On April 30, 2019, the Board of Directors of the Company adopted the third amendment (the "Third Amendment") to the 2015 Plan, which removed from the general authority granted to the administrator of the 2015 Plan the authority to establish “any reload provision” of awards granted pursuant to the 2015 Plan.

The foregoing descriptions of the Second Amendment and Third Amendment to the 2015 Plan are qualified in their entirety by reference to the text of such amendments, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.

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

The Annual Meeting was held on May 19, 2020. 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 2021 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
 
84,878,487
 
2,880,677
 
135,622
 
11,823,902
Jeffrey H. Donahue
 
87,081,291
 
673,493
 
140,002
 
11,823,902
John H. Alschuler
 
86,613,038
 
1,137,850
 
143,898
 
11,823,902
Keith E. Bass
 
87,086,284
 
669,221
 
139,281
 
11,823,902
Thomas M. Gartland
 
86,972,054
 
783,121
 
139,611
 
11,823,902
Beverly K. Goulet
 
86,796,276
 
969,686
 
128,824
 
11,823,902
Mary E. McCormick
 
86,096,011
 
1,671,840
 
126,935
 
11,823,902
Dennis D. Oklak
 
87,197,227
 
557,681
 
139,878
 
11,823,902

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
85,751,557
 
1,870,585
 
272,644
 
11,823,902

3.
The Company’s stockholders approved the Second Amendment to the Company’s 2015 Award Incentive Plan the by the following votes:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
85,239,542
 
2,436,183
 
219,061
 
11,823,902

4.
The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2020 by the following votes:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
98,946,981
 
612,300
 
159,407
 
11,823,902



Item    9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
 
Description
 
Second Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
 
Third Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
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 19, 2020
 
By:
/s/ Taylor C. Kessel
 
 
Name:
Taylor C. Kessel
 
 
Title:
Senior Vice President - General Counsel and Secretary



Exhibit 10.1

SECOND AMENDMENT TO
XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC. AND XHR LP
2015 INCENTIVE AWARD PLAN

THIS SECOND AMENDMENT TO XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC. AND XHR LP 2015 INCENTIVE AWARD PLAN (this “Second Amendment”), is made and adopted by the Board of Directors (the “Board”) of Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), on March 26, 2020, effective as of the date of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), provided that it is approved by the Company’s stockholders on that date (the “Second Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 12.1(a) of the Plan, the Plan may be wholly or partially amended at any time or from time to time by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of the date of the 2020 Annual Meeting, provided that it is approved by the Company’s stockholders on that date.

AMENDMENT

1.
Section 3.1 (a). Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:

(a) Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 9,000,000 Shares (the “Share Limit”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 9,000,000 Shares. Each LTIP Unit issued pursuant to an Award shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance under the Plan as set forth in this Section 3.1(a) and for purposes of calculating the Individual Award Limits set forth in Section 3.3 hereof

2. Section 3.1(d). The following new Section 3.1(d) is hereby added to the Plan:

(d) Notwithstanding any other provision of the Plan to the contrary, but subject to Section 12.2 of the Plan, Awards granted under the Plan on or after the effective date of the Second Amendment to the Plan (the “Amendment Date”) shall vest no earlier than the first anniversary of such Award’s date of grant; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the shares of Common Stock available pursuant to this Section 3.1 (as such number of shares of Common Stock may be increased from time to time in accordance with the Plan) may be granted to any one or more Participants without respect to such minimum vesting provisions. For purposes of Awards granted to Non-Employee Directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders. Notwithstanding the foregoing, nothing in this Section 3.1(d) shall preclude or limit any Award or other arrangement (or any action by the Committee) from providing for accelerated vesting of such Award in connection with or following a Participant’s death, disability, retirement or involuntary termination or in connection with the occurrence of a Change in Control.”

3. This Second Amendment shall be and, as of the Second Amendment Date, is hereby incorporated in and forms a part of the Plan.

4. Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

[Signature Page Follows]




I hereby certify that the foregoing Second Amendment was duly adopted by the Board of Directors of Xenia Hotels & Resorts, Inc. on March 26, 2020, and approved by the stockholders of Xenia Hotels & Resorts, Inc. on May 19, 2020.


Executed on this 19th day of May, 2020.

 
 
 
/s/ Taylor C. Kessel
 
 
 
 
Taylor C. Kessel
 
 
 
 
Senior Vice President and General Counsel





Exhibit 10.2

THIRD AMENDMENT TO
XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC. AND XHR LP
2015 INCENTIVE AWARD PLAN

THIS THIRD AMENDMENT TO XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC. AND XHR LP 2015 INCENTIVE AWARD PLAN (this “Third Amendment”), dated as of April 30, 2020, is made and adopted by the Board of Directors (the “Board”) of Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (the “Plan”);

WHEREAS, pursuant to Section 12.1(a) of the Plan, the Plan may be wholly or partially amended at any time or from time to time by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein.

AMENDMENT

1.    The subsection (d) of Section 11.4 of the Plan is hereby amended and restated in the entirety as follows:

“(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;”

2.    This Third Amendment shall be and is hereby incorporated in and forms a part of the Plan.

3.    Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.




[Signature Page Follows]


I hereby certify that the foregoing Third Amendment was duly adopted by the Board of Directors of Xenia Hotels & Resorts, Inc. on April 30, 2020.

Executed on this 30th day of April, 2020.
 
 
 
/s/ Taylor C. Kessel
 
 
 
 
Taylor C. Kessel
 
 
 
Senior Vice President and General Counsel