| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 22, 2019, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Park Hotels & Resorts Inc. (the “Company”) amended and restated the Company’s Amended and RestatedBy-laws (as so amended and restated, the “By-laws”) to (i) implement a proxy access framework and (ii) adopt a majority voting standard in uncontested director elections. TheBy-laws also reflect certain technical, conforming and clarifying changes made to several other sections of the previousby-laws of the Company. TheBy-laws became effective immediately.
Proxy Access
Article I, Section 12 of theBy-laws has been amended to permit, under certain circumstances, a stockholder, or a group of up to 20 stockholders, to nominate and include director candidates constituting up to the greater of two nominees or 20% of the Board in the Company’s proxy materials for any annual meeting of stockholders, provided that (i) such stockholder or the stockholder group, as applicable, owns 3% or more of the Company’s outstanding common stock continuously for at least three years and (ii) such stockholder(s) and the nominee(s) satisfy certain procedural, eligibility and disclosure requirements set forth in Article I, Section 12 of theBy-laws.
The procedural and eligibility requirements set forth in Article I, Section 12 of theBy-laws include a requirement that, subject to certain exceptions, a notice of proxy access nomination must be received at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the date of the Company’s proxy statement to stockholders for the preceding year’s annual meeting of stockholders. Article I, Section 12 of theBy-laws also includes specified requirements that the nominating stockholder(s) and the nominee(s) provide certain information, representations and agreements to the Company in order to be eligible for proxy access.
Majority Voting Standard
Article II, Section 1 of theBy-laws has been amended to provide that, in uncontested director elections, a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (i.e., the number of shares voted “for” a director nominee exceeds the number of shares voted “against” such director nominee). TheBy-laws retain plurality voting for contested director elections. Previously, the Company had plurality voting in all director elections.
Other Changes
In addition to the changes described above, theBy-laws were also amended to implement the following additional changes:
| | • | | Eliminate the description of procedures for calling, postponing or adjourning special meetings and clarify that, instead, stockholders should refer to and comply with the procedures set forth in the Amended and Restated Certificate of Incorporation; |
| | • | | Eliminate procedures related to the delivery of a stockholders’ consent in lieu of a meeting for purposes of determining the record date for such action and instead refer to the procedures set forth in the Amended and Restated Certificate of Incorporation (or applicable law); |
| | • | | Delete provisions that are no longer operative or applicable now that The Blackstone Group L.P. and its affiliates and HNA Tourism Group Co., Ltd. and its affiliates are no longer stockholders; |
| | • | | Clarify the procedures for the submission of stockholder nominees and other stockholder proposals at a special meeting; and |
| | • | | Remove certain indemnification provisions related to jointly indemnifiable claims that are inapplicable to the Company’s current directors and officers, and clarify that the indemnification and insurance provisions cover subsidiary limited liability companies. |
