UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 18, 2025
Sunstone Hotel Investors, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland | 001-32319 | 20-1296886 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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15 Enterprise, Suite 200 |
| 92656 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(949) 330-4000
(Registrant’s telephone number including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: | | |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value | SHO | New York Stock Exchange |
Series H Cumulative Redeemable Preferred Stock, $0.01 par value | SHO.PRH | New York Stock Exchange |
Series I Cumulative Redeemable Preferred Stock, $0.01 par value | SHO.PRI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Item 2.02.Results of Operations and Financial Condition.
On February 21, 2025, Sunstone Hotel Investors, Inc. (the “Company”) issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2024. The press release referred to supplemental financial information that is available on the Company’s website, free of charge, at www.sunstonehotels.com. A copy of the press release and the supplemental financial information are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 18, 2025, Bryan A. Giglia, Chief Executive Officer and Aaron R. Reyes, Executive Vice President & Chief Financial Officer entered into Amended and Restated Employment Agreements for the purpose of adjusting their respective threshold, target, and maximum cash bonus percentages. Mr. Giglia’s percentages were increased from 67.5%, 135%, and 202.5% to 75%, 150%, and 225%. Mr. Reyes’ percentages were increased from 50%, 100%, and 150% to 57.5%, 115%, and 172.5%.
Item 9.01.Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
EXHIBIT INDEX
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Exhibit No. |
| Description |
99.1 | | |
99.2 | | Supplemental Financial Information for the fourth quarter and year ended December 31, 2024. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Sunstone Hotel Investors, Inc. | |
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Date: February 21, 2025 | | By: | /s/ Aaron R. Reyes |
| | | Aaron R. Reyes |
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