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 6, 2020
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(240 ) 744-1000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form General Instruction A.2. below):
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
| 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 |
Name of Each Exchange on Which Registered | ||||
| Host Hotels & Resorts, Inc. |
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| Host Hotels & Resorts, L.P. |
None |
None |
None |
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 |
Departure of Director
On February 6, 2020, Ms. Ann McLaughlin Korologos expressed her intention
to
not stand for re-election
to the Board of Directors of Host Hotels & Resorts, Inc. (the “Company”) at the 2020 Annual Meeting of Stockholders of the Company and her term will therefore end at the conclusion of the 2020 Annual Meeting. Ms. Korologos’ retirement comes after 27 years of distinguished service to the Company. She joined the Company’s Board in 1993. Ms. Korologos 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. The Board also determined that, effective at the conclusion of the 2020 Annual Meeting of Stockholders, the size of the Board shall be decreased from eleven to ten directors. Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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 hereunto duly authorized.
| HOST HOTELS & RESORTS, INC. | ||||||
| Date: February 11, 2020 |
By: |
/s/ Brian G. Macnamara | ||||
| Brian G. Macnamara | ||||||
| Senior Vice President, Principal Financial Officer, Treasurer and Corporate Controller | ||||||
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 hereunto duly authorized.
| HOST HOTELS & RESORTS, L.P. | ||||||
| By: |
HOST HOTELS & RESORTS, INC. its General Partner | |||||
| Date: February 11, 2020 |
By: |
/s/ Brian G. Macnamara | ||||
| Brian G. Macnamara | ||||||
| Senior Vice President, Principal Financial Officer, Treasurer and Corporate Controller | ||||||