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): May 23, 2017


Xenia Hotels & Resorts, Inc.
(Exact Name of Registrant as Specified in its Charter)

 
Maryland
(State or Other Jurisdiction of Incorporation)
 
001-36594
(Commission File Number)
 
20-0141677
(IRS Employer Identification No.)

 
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801
(Address of Principal Executive Offices) (Zip Code)
 
(407) 246-8100
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Xenia Hotels & Resorts, Inc. (the “Company”) was held on May 23, 2017. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
1.
The Company’s stockholders elected each of the following directors to serve until the Company’s 2018 annual meeting of stockholders and until their respective successors have been duly elected and qualify by the following votes:
NOMINEE
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Jeffrey H. Donahue
 
66,488,710
 
576,660
 
24,699,914
John H. Alschuler
 
54,017,287
 
13,048,083
 
24,699,914
Keith E. Bass
 
66,024,965
 
1,040,405
 
24,699,914
Thomas M. Gartland
 
66,010,679
 
1,054,691
 
24,699,914
Beverly K. Goulet
 
54,512,428
 
12,552,942
 
24,699,914
Mary E. McCormick
 
54,185,910
 
12,879,460
 
24,699,914
Dennis D. Oklak
 
66,498,698
 
566,672
 
24,699,914
Marcel Verbaas
 
66,492,212
 
573,158
 
24,699,914
2.
The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executives officers as disclosed in the proxy statement (the "Say-on-Pay Vote") by the following votes:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
62,472,680
 
4,129,013
 
463,677
 
24,699,914
3.
The Company's stockholders approved, on a non-binding advisory basis, a frequency of ONE YEAR future Say-on-Pay Votes ("the Frequency Vote") by the following votes:
 1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
BROKER NON-VOTES
55,650,561
 
289,941
 
10,734,944
 
389,924
 
24,699,914
In light of the voting results on this Proposal 3, the Board of Directors has determined that the Company will include an advisory vote on executive compensation in the Company’s proxy materials each year until the next advisory vote on the frequency of future advisory votes on executive compensation required by applicable law.
4.
The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2017 by the following votes:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
91,065,483
 
378,138
 
321,663
 
24,699,914





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 hereunto duly authorized.
 
 
 
     Xenia Hotels & Resorts, Inc.
 
 
 
Date: May 23, 2017
 
    By:
/s/ TAYLOR C. KESSEL
 
 
Name:
Taylor C. Kessel
 
 
  Title:
Senior Vice President - General Counsel and Secretary