HOST HOTELS & RESORTS, INC. (NYSE:HST) Files An 8-K Submission of Matters to a Vote of Security Holders

HOST HOTELS & RESORTS, INC. (NYSE:HST) Files An 8-K Submission of Matters to a Vote of Security Holders

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

Annual Meeting of Stockholders

Host Hotels Resorts, Inc. (Host or the Company) held its Annual
Meeting of Stockholders on May11, 2017. Stockholders were asked
to vote on four proposals: the election of directors, the
ratification of KPMG LLP as Hosts auditors for 2017, an advisory
vote to approve executive compensation, and an advisory vote on
the frequency of votes on executive compensation.

Proposal 1 Election of Directors

Final votes regarding the election of nine directors for terms
expiring at the 2018 annual meeting of stockholders are set forth
below. Accordingly, each director nominee was elected for a one
year term.

FOR AGAINST ABSTENTIONS AND
BROKER NON-VOTES

Mary L. Baglivo

661,553,887 1,201,124 17,855,596

Sheila C. Bair

662,421,170 325,948 17,863,686

Ann McLaughlin Korologos

658,056,838 4,640,880 17,912,894

Richard E. Marriott

660,287,397 2,468,977 17,854,414

Sandeep L. Mathrani

662,462,121 270,737 17,877,952

John B. Morse, Jr.

644,508,067 18,183,600 17,919,143

Walter C. Rakowich

662,383,499 345,048 17,881,950

James F. Risoleo

661,536,469 1,195,754 17,878,587

Gordon H. Smith

662,309,051 419,944 17,880,676

Proposal 2 Ratification of Appointment of Independent
Registered Public Accountants

Final votes on the ratification of the appointment of KPMG LLP as
independent auditors of Host to serve for the 2017 calendar year
are set forth below. Accordingly, the appointment of KPMG LLP was
ratified.

FOR

AGAINST ABSTENTIONS AND
BROKER NON-VOTES

676,418,196

3,925,580 267,272

Proposal 3 Advisory Vote on Executive
Compensation

The final non-binding, advisory votes to approve the compensation
of Hosts named executive officers are set forth below.
Accordingly, the proposal was approved by 94% of the votes cast.

FOR

AGAINST ABSTENTIONS AND
BROKER NON-VOTES

621,482,838

40,137,415 18,990,073

Proposal 4 Frequency of Advisory Vote on Executive
Compensation

Final non-binding, advisory votes on the frequency of an advisory
vote on executive compensation are set forth below.

ONE YEAR TWO YEARS THREE YEARS ABSTENTIONS AND BROKER NON-VOTES

599,366,510

677,787 62,424,505 18,140,783

Hosts Board of Directors recommended an annual advisory vote on
executive compensation. In light of Hosts Board of Directors
recommendation of an annual advisory vote on executive
compensation and taking into account the overwhelming preference
of the stockholders for an annual vote, as set forth above, Hosts
Board of Directors has determined that it will hold an advisory
vote on the compensation of Hosts named executive officers
annually until the next required vote on the frequency of such an
advisory vote.


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 (REIT). The Company operates through hotel ownership segment. The Company operates through hotel ownership segment. The Company owned properties and conducted operations through Host Hotels & Resorts, L.P. (Host L.P.), of which Host Inc. was the general partner and of which it held approximately 99% of the partnership interests (OP units), as of December 31, 2016. As of February 20, 2017, its lodging portfolio consisted of 96 primarily luxury and upper-upscale hotels containing approximately 53,500 rooms, with the majority located in the United States, and with seven of the properties located outside of the United States in Australia, Brazil, Canada and Mexico. In addition, it owns non-controlling interests in two international joint ventures: approximately a 33% interest in a joint venture in Europe, and a 9% indirect interest, through joint ventures in India.

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

HOST HOTELS & RESORTS, INC. (NYSE:HST) closed its last trading session down -0.02 at 17.73 with 5,563,798 shares trading hands.

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