Sunstone Hotel Investors, Inc. (NYSE:SHO-F) Files An 8-K Results of Operations and Financial Condition

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Sunstone Hotel Investors, Inc. (NYSE:SHO-F) Files An 8-K Results of Operations and Financial Condition

Item 2.02.Results of Operations and Financial Condition.

On February21, 2017, Sunstone Hotel Investors, Inc. (the Company)
issued a press release regarding its financial results for the
fourth quarter and full yearended December 31, 2016. The press
release referred to a supplemental information package that is
available on the Companys website, free of charge, at
www.sunstonehotels.com. A copy of the press release and the
supplemental information package are attached hereto as Exhibits
99.1 and 99.2, respectively, and are incorporated herein by this
reference.

The information furnished to this Item 2.02, including
Exhibit99.1 and Exhibit99.2, shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities under that Section, and shall not be deemed to be
incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.

Item 5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February 16, 2017, the Companys Board of Directors approved
base salary adjustments for the named executive officers that
will be included in the Companys proxy statement for its 2017
annual meeting, effective January 1, 2017 as follows:

Named Executive Officers Title

New Base Salary

Bryan A. Giglia, Executive Vice President – Chief
Financial Officer

$

455,000

Robert C. Springer, Executive Vice President Chief
Investment Officer

$

410,000

David Klein, Senior Vice President General Counsel

$

335,000

Item 5.03.Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

Effective February 17, 2017, the Board of Directors amended
Section 2.2 of Article II of the Companys Bylaws to state that an
annual meeting of the stockholders for the election of directors
and the transaction of any business within the powers of the
Corporation shall be held on a date and at the time set by the
Board of Directors during the month of April or May in each year.
A copy of the amendment is attached hereto as Exhibit 3.2, and is
incorporated herein by reference.

Item 8.01.Other Events

Effective February 17, 2017, the Board of Directors amended the
Companys Corporate Governance Guidelines (the Guidelines) to
establish a policy whereby the Board of Directors will be
required to accept a resignation tendered by a nominee who is
already serving as a Director if such nominee shall have received
more votes against than for his or her election at each of
two-consecutive annual meetings of stockholders. The complete
text of the Guidelines is set forth on the Companys investor
relations web site.

Item 9.01.Financial Statements and Exhibits.

(d)The following exhibits are furnished herewith:

EXHIBIT INDEX

ExhibitNo.

Description

3.2

Third Amendment to the Amended and Restated Bylaws of
Sunstone Hotel Investors, Inc., effective February 17,
2017.

99.1

Press Release, dated February 21, 2017.

99.2

Supplemental information package for the fourthquarter
and full year ended December 31, 2016.

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Sunstone Hotel Investors, Inc. (NYSE:SHO-F) Recent Trading Information

Sunstone Hotel Investors, Inc. (NYSE:SHO-F) closed its last trading session up +0.15 at 25.15 with 400 shares trading hands.