HOST HOTELS Change in Fiscal Year

HOST HOTELS Change in Fiscal Year

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Item5.03.

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On November22, 2016, Host Hotels Resorts, Inc., a Maryland
corporation (the Company), announced that, at the recommendation
of the Nominating and Corporate Governance Committee of the Board
of Directors of the Company, the Board of Directors amended and
restated its Bylaws effective November21, 2016 to add proxy
access, a means for the Companys stockholders to include
stockholder-nominated director candidates in the Companys proxy
materials for annual meetings of stockholders.

A new Section14 of Article II of the amended and restated Bylaws
now permits a stockholder, or group of no more than 20
stockholders, owning at least 3% or more of the Companys
outstanding common stock continuously for at least 3 years, to
include in the Companys annual meeting proxy materials director
nominations for the greater of 2 directors or 20% of the seats on
the Board of Directors, provided that the stockholder or group of
stockholders and the director nominee(s) satisfy the eligibility,
procedural and disclosure requirements in the proxy access bylaw.
The amendments to the Bylaws also include certain conforming
changes to the current provision governing stockholder director
nominations. Proxy access will first be available to stockholders
in connection with the Companys 2017 annual meeting of
stockholders.

Stockholders who do not meet the above requirements may always
provide written suggestions for director nominees directly to the
Nominating and Corporate Governance Committee. The Committee will
evaluate director candidates suggested by stockholders in the
same manner as those suggested by directors, management and other
sources.

Stockholder nominees must be independent and stockholders will
not be entitled to utilize the proxy access process for an annual
meeting of stockholders if the Company receives notice through
its advance notice bylaw provision set forth in Article II,
Section11 of the Bylaws that a stockholder intends to nominate a
director at such meeting. An eligible stockholder may also
include a written statement of 500 words or less in support of
the candidacy of the proposed stockholder nominee(s).

The foregoing summary of the proxy access provision is subject to
the requirements set forth in Article II, Section14 of the
Bylaws, and the foregoing description of the Bylaws is qualified
in its entirety by reference to a copy of the amended and
restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is
incorporated by reference herein.

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Item9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit

No.

Description

3.1 Amended and Restated Bylaws of Host Hotels Resorts, Inc.
effective November21, 2016.

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About HOST HOTELS & RESORTS, INC. (NYSE:HST)

Host Hotels & Resorts, Inc. (Host Inc.) operates as a self-managed and self-administered real estate investment trust. The Company operates through hotel ownership segment. The Company owns properties and conducts operations through Host Hotels & Resorts, L.P., in which the Company holds approximately 99% of the partnership interests (OP units). Its portfolio consists of luxury and upper upscale properties located in the central business districts of cities and near resort/conference destinations. In addition to its consolidated hotel portfolio, the Company also owns non-controlling interests in several entities and owned interest in approximately 20 hotel properties. The Company’s lodging portfolio consists of over 100 luxury and upper-upscale hotels containing approximately 57,000 rooms, with the majority located in the United States and with approximately 20 of the properties located outside of the United States, in Australia, Brazil, Canada, Chile, Mexico and New Zealand.

HOST HOTELS & RESORTS, INC. (NYSE:HST) Recent Trading Information

HOST HOTELS & RESORTS, INC. (NYSE:HST) closed its last trading session up +0.25 at 16.93 with 7,014,974 shares trading hands.

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