DiamondRock Hospitality Company (DRH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 29, 2025, to be held virtually for shareholder participation.

• Shareholders are encouraged to review proxy materials and annual report before voting.

Voting matters and shareholder proposals

• Election of nine directors is on the agenda, with board recommending a vote for all nominees.

• Advisory vote on executive compensation (say-on-pay) is included, with board recommending approval.

• Ratification of KPMG LLP as independent auditors for fiscal year ending December 31, 2025, is proposed.

• Proxies may vote on other business arising at the meeting, including adjournments.

Board of directors and corporate governance

• Director nominees include Timothy R. Chi, Jeffrey J. Donnelly, Michael A. Hartmeier, Stephanie D. Lepori, William W. McCarten, Kathleen A. Merrill, William J. Shaw, Bruce D. Wardinski, and Tabassum S. Zalotrawala.