UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
(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):
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 class |
Trading Symbol |
Name of exchange on which registered |
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 5.07. Submission of Matters to a Vote of Security Holders.
On April 27, 2022, Park Hotels & Resorts Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 16, 2022.
Proposal 1. Election of Directors
The Company’s stockholders elected the nine persons listed below to serve as directors until the 2023 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:
|
For |
Against |
Abstain |
Broker Non-Votes |
Thomas J. Baltimore, Jr.
|
165,376,112 |
23,634,027 |
3,119,803 |
15,674,041 |
Patricia M. Bedient
|
187,854,365 |
4,194,717 |
80,860 |
15,674,041 |
Thomas D. Eckert
|
187,542,472 |
4,480,838 |
106,632 |
15,674,041 |
Geoffrey M. Garrett
|
189,997,452 |
1,313,640 |
818,850 |
15,674,041 |
Christie B. Kelly
|
184,038,533 |
8,008,413 |
82,996 |
15,674,041 |
Sen. Joseph I. Lieberman
|
186,432,378 |
4,868,617 |
828,947 |
15,674,041 |
Thomas A. Natelli
|
187,393,630 |
4,654,566 |
81,746 |
15,674,041 |
Timothy J. Naughton
|
179,617,088 |
12,429,308 |
83,546 |
15,674,041 |
Stephen I. Sadove
|
173,429,072 |
18,622,163 |
78,707 |
15,674,041 |
Proposal 2. 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:
For |
Against |
Abstain |
Broker Non-Votes |
159,711,177 |
32,251,262 |
167,503 |
15,674,041 |
Proposal 3. 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, 2022 based upon the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
207,300,762 |
413,500 |
89,721 |
-- |
Proposal 4. Stockholder Proposal Regarding Equity Retention by Named Executive Officers
The Company’s stockholders did not approve a stockholder proposal regarding equity retention by named executive officers based upon the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
53,056,972 |
138,313,715 |
759,255 |
15,674,041 |
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 28, 2022 |
|
By: |
/s/ Sean M. Dell’Orto |
|
|
|
Sean M. Dell’Orto |
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer |