Xenia Hotels & Resorts (XHR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, with voting on director elections, executive compensation (say-on-pay), and auditor ratification.

• Shareholders can vote electronically, by phone, or by mail, and must register in advance to attend in person.

• The company emphasizes electronic delivery of proxy materials to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2027 meeting by December 1, 2026, following specific bylaw requirements.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; all stand for annual election.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Executive) are composed entirely of independent directors.

• Board diversity includes a mix of gender, race, and professional backgrounds.

• Corporate governance practices include proxy access, majority voting, annual board evaluations, and no poison pill.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.

• Lead Director role and regular executive sessions promote independent oversight.