Host Hotels & Resorts (HST) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 20, 2026, with shareholders able to vote electronically and submit questions in real time.

• Key 2025 achievements include 3.8% RevPAR growth, $644 million in capital expenditures, $237 million in property dispositions, and $859 million returned to shareholders via dividends and buybacks.

• The company maintained an investment grade balance sheet, completed major renovations, and expanded transformational capital programs with Hyatt and Marriott.

• Recognized for ESG leadership, the company advanced toward 2030 environmental/social targets and its 2050 net positive vision, earning awards for sustainability.

• Board engagement with shareholders remained robust, with feedback incorporated into governance and compensation decisions.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying KPMG LLP as independent auditor, and approving executive compensation in an advisory vote.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors for inclusion in proxy materials.

• Proposals and nominations for the 2027 meeting must be submitted between November 9 and December 9, 2026.

Board of directors and corporate governance

• The board consists of nine nominees, 78% of whom are independent, with a median tenure of nine years and a mix of new and long-serving directors.

• Board committees (Audit, Culture and Compensation, Nominating/Governance/Corporate Responsibility) are fully independent and rotate leadership roles.

• The board separates the roles of Chairman and CEO, with an independent Lead Director providing additional oversight.

• Annual board and committee self-assessments, director stock ownership requirements, and robust succession planning are in place.

• Directors are required to own stock equal to five times their annual retainer; management directors must own six times their salary.