DiamondRock Hospitality Company (DRH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 28, 2026, to elect eight directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as independent auditors for 2026.

• Shareholders of record as of February 27, 2026, are entitled to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing eight directors, a non-binding advisory vote on executive compensation, and ratification of KPMG LLP as auditors.

• Shareholders may submit proposals and director nominations for future meetings, with specific deadlines and requirements outlined in the bylaws.

• Proxy access allows eligible shareholders to include director nominees in company proxy materials.

Board of directors and corporate governance

• The Board will reduce from nine to eight members following the retirement of the current Chairman, with Bruce D. Wardinski becoming Chairman.

• All directors except the CEO are independent under Nasdaq rules; all committees are composed of independent directors.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined roles and regular meetings.

• Recent governance enhancements include AI tool policies, political contribution policy, and limits on directorships to prevent overboarding.

• The company maintains majority voting, proxy access, no poison pill, and a clawback policy.