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): April 26, 2023
Park Hotels & Resorts Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-37795 | 36-2058176 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1775 Tysons Blvd., 7th Floor, Tysons, VA |
| 22102 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(571) 302-5757
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instructions A.2. below):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | PK | 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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (As Amended and Restated Effective As of April 26, 2023)
As described below in Item 5.07 of this Current Report on Form 8-K, on April 26, 2023, the stockholders of Park Hotels & Resorts Inc. (the “Company”) approved the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as Amended and Restated Effective As of April 26, 2023) (the “Plan”) at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”) that, among other things, increased the number of shares available for issuance under the Plan by 6,070,000 shares of the Company’s common stock, par value $0.01 (the “Common Stock”). The material terms and conditions of the Plan have been previously described under Proposal 2 of the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 17, 2023 (the “Proxy Statement”), and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K.
The foregoing summary is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on April 26, 2023. Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the Proxy Statement.
Proposal 1. Election of Directors
The Company’s stockholders elected the nine persons listed below to serve as directors until the 2024 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:
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| For | Against | Abstain | Broker Non-Votes |
Thomas J. Baltimore, Jr. | 162,308,282 | 14,969,153 | 1,527,050 | 15,542,748 |
Patricia M. Bedient | 173,968,246 | 3,723,164 | 1,113,075 | 15,542,748 |
Thomas D. Eckert | 172,644,285 | 6,068,215 | 91,985 | 15,542,748 |
Geoffrey M. Garrett | 174,119,747 | 3,571,664 | 1,113,074 | 15,542,748 |
Christie B. Kelly | 167,658,836 | 11,055,704 | 89,945 | 15,542,748 |
Sen. Joseph I. Lieberman | 170,987,251 | 6,704,471 | 1,112,763 | 15,542,748 |
Thomas A. Natelli | 174,496,216 | 4,215,599 | 92,670 | 15,542,748 |
Timothy J. Naughton | 163,662,990 | 15,050,810 | 90,685 | 15,542,748 |
Stephen I. Sadove | 167,055,478 | 10,633,345 | 1,115,662 | 15,542,748 |
Proposal 2. Vote to Approve the 2017 Omnibus Incentive Plan (as Amended and Restated Effective As of April 26, 2023)
The Company’s stockholders approved the Plan based upon the following votes:
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For | Against | Abstain | Broker Non-Votes |
167,020,139 | 11,583,969 | 200,377 | 15,542,748 |
Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers based upon the following votes:
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For | Against | Abstain | Broker Non-Votes |
166,266,072 | 12,308,252 | 230,161 | 15,542,748 |
Proposal 4. Advisory Vote to Determine Frequency of Future Advisory Votes Approving Compensation of Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the holding of a non-binding stockholder vote to approve the compensation paid to the Company’s name executive officers every year based upon the following votes:
| | | | |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
168,470,389 | 37,834 | 10,153,817 | 142,445 | ---- |
Proposal 5. Ratification of the Appointment of Ernst & Young LLP
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 based upon the following votes:
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For | Against | Abstain | Broker Non-Votes |
193,870,699 | 360,756 | 115,778 | ---- |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
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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| Park Hotels & Resorts Inc. |
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Date: April 28, 2023 |
| By: | /s/ Sean M. Dell’Orto |
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| Sean M. Dell’Orto |
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| Executive Vice President, Chief Financial Officer and Treasurer |
