DiamondRock Hospitality Company (DRH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of February 28, 2025, are eligible to vote via mail, phone, or online.

• Proxy materials are available online, and results will be disclosed via Form 8-K.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as independent auditors for 2025.

• Proxy access allows eligible shareholders to nominate directors; proposals for the 2026 meeting are due by November 17, 2025.

Board of directors and corporate governance

• The board consists of nine directors, with 33% women and 22% ethnically diverse members.

• All directors except the CEO are independent; all committees are fully independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Stock ownership policies require significant equity holdings by directors and executives.

• The company has adopted policies on insider trading, anti-hedging, and anti-pledging.