Host Hotels & Resorts (HST) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 14, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• 2024 saw $1.5B in acquisitions, $548M in capital expenditures, and $739M returned to shareholders via dividends and buybacks.

• Operational improvements led to a 0.9% increase in comparable hotel RevPAR and 2.1% growth in total RevPAR year-over-year.

• The company maintained an investment grade balance sheet and a well-laddered maturity schedule.

• Recognized for ESG leadership, including inclusion in Dow Jones sustainability indices and S&P Global’s Sustainability Yearbook.

Voting matters and shareholder proposals

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

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate up to 20% of the board.

• Proposals and nominations for the 2026 meeting must be submitted between Nov 4 and Dec 4, 2025.

Board of directors and corporate governance

• Seven of nine director nominees are independent; board includes a mix of new and long-tenured members.

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

• Board leadership is separated between Chairman and CEO, with an independent Lead Director.

• Annual board and committee self-assessments and regular refreshment of committee chairs.

• Stockholder engagement is robust, with outreach to investors representing 70% of shares and direct engagement with 53%.