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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): April 19, 2024
______________________________________________________________________________________
Park Hotels & Resorts Inc.
(Exact name of Registrant as Specified in Its Charter)
______________________________________________________________________________________
Delaware001-3779536-2058176
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1775 Tysons Blvd., 7th Floor, Tysons, VA
22102
(Address of Principal Executive Offices)(Zip Code)
(571) 302-5757
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instructions A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per sharePKNew 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 o
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. o


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 19, 2024, Park Hotels & Resorts Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company's stockholders voted, among other things, to approve an amendment (the “Officer Exculpation Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law, as further described in “Proposal 2: Approval and Adoption of the Amendment to the Amended and Restated Certificate of Incorporation” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 8, 2024 (the “2024 Proxy Statement”).
Following approval by the stockholders of the Officer Exculpation Amendment at the Annual Meeting, on April 19, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to give effect to the Officer Exculpation Amendment.
The foregoing descriptions of the Officer Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Annual Meeting was held on April 19, 2024. Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the 2024 Proxy Statement.
Proposal 1. Election of Directors
The Company’s stockholders elected the nine persons listed below to serve as directors until the 2025 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:
ForAgainstAbstainBroker Non-Votes
Thomas J. Baltimore, Jr.164,273,1399,691,4521,068,7899,376,305
Patricia M. Bedient 173,443,4731,508,85881,0499,376,305
Thomas D. Eckert171,054,2393,895,75283,3899,376,305
Geoffrey M. Garrett171,090,2072,946,238996,9359,376,305
Christie B. Kelly173,521,9161,430,05881,4069,376,305
Terri D. McClements173,701,996334,629996,7559,376,305
Thomas A. Natelli173,490,9881,456,21086,1829,376,305
Timothy J. Naughton168,781,2246,165,25186,9059,376,305
Stephen I. Sadove165,539,1329,408,05386,1959,376,305



Proposal 2. Vote to Approve the and Adopt the Amendment to the Amended and Restated Certificate of Incorporation
The Company’s stockholders approved the Amendment to the Company’s Existing Charter based upon the following votes:
ForAgainstAbstainBroker Non-Votes
161,692,46513,207,062133,8539,376,305

Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers based upon the following votes:
ForAgainstAbstainBroker Non-Votes
164,962,6349,862,902207,8449,376,305

Proposal 4. Ratification of the Appointment of Ernst & Young LLP
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 based upon the following votes:
ForAgainstAbstainBroker Non-Votes
182,266,7092,041,190101,786----
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.
 Description
3.1*
 
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Filed herewith



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.

  Park Hotels & Resorts Inc.
    
Date: April 19, 2024
 By:/s/ Sean M. Dell’Orto
   Sean M. Dell’Orto
   Executive Vice President, Chief Financial Officer and Treasurer


















    
    


Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
PARK HOTELS & RESORTS INC.
Park Hotels & Resorts Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: The Corporation was incorporated under the name “Hilton Hotels Corporation”, and the original certificate of incorporation was set forth in a Certificate of Consolidation filed with the Secretary of State of the State of Delaware on May 29, 1946 (such certificate of incorporation, as amended, the “Existing Certificate of Incorporation”).
SECOND: The Existing Certificate of Incorporation of the Corporation was amended and restated on April 29, 2019 (the “Amended and Restated Certificate of Incorporation”).
THIRD: Section 9.1 of Article IX of the Amended and Restated Certificate of Incorporation shall be amended to read as follows:

[“]ARTICLE IX

Section 9.1    Limitation on Liability of Directors and Officers. No director or officer of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Neither the amendment nor the repeal of this Article IX shall eliminate or reduce the effect thereof in respect of any state of facts existing or act or omission occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such amendment or repeal.[”]
FOURTH: The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Amendment”) was adopted and approved by the Board of Directors of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: The Amendment was adopted and approved by the holders of the requisite number of shares of the Corporation in accordance with applicable requirements of Section 242 of the General Corporation Law of the State of Delaware.
SIXTH: This Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Thomas J. Baltimore, Jr., its Chairman, President and Chief Executive Officer this 19th day of April, 2024.
PARK HOTELS & RESORTS INC.

By: _/s/ Thomas J. Baltimore, Jr._
Name: Thomas J. Baltimore, Jr.
Title: Chairman, President and Chief Executive Officer