Maryland
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001-36594
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20-0141677
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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XHR
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New York Stock Exchange
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Emerging growth company
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☐
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Item
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5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item
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5.07 Submission of Matters to a Vote of Security Holders.
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1.
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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:
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NOMINEE
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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Marcel Verbaas
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84,878,487
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2,880,677
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135,622
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11,823,902
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Jeffrey H. Donahue
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87,081,291
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673,493
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140,002
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11,823,902
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John H. Alschuler
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86,613,038
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1,137,850
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143,898
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11,823,902
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Keith E. Bass
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87,086,284
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669,221
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139,281
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11,823,902
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Thomas M. Gartland
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86,972,054
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783,121
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139,611
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11,823,902
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Beverly K. Goulet
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86,796,276
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969,686
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128,824
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11,823,902
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Mary E. McCormick
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86,096,011
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1,671,840
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126,935
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11,823,902
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Dennis D. Oklak
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87,197,227
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557,681
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139,878
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11,823,902
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2.
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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85,751,557
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1,870,585
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272,644
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11,823,902
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3.
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The Company’s stockholders approved the Second Amendment to the Company’s 2015 Award Incentive Plan the by the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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85,239,542
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2,436,183
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219,061
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11,823,902
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4.
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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98,946,981
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612,300
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159,407
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11,823,902
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Exhibit No.
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Description
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Second Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
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Third Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Xenia Hotels & Resorts, Inc.
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Date: May 19, 2020
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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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1.
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Section 3.1 (a). Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:
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/s/ Taylor C. Kessel
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Taylor C. Kessel
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Senior Vice President and General Counsel
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/s/ Taylor C. Kessel
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Taylor C. Kessel
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Senior Vice President and General Counsel
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