April 4, 20166, 2018

Dear Fellow Stockholder:

I am pleased to invite you to our 20162018 Annual Meeting of Stockholders of Host Hotels & Resorts, Inc., which will be held at 11:00 a.m. on Thursday, May 12, 2016,17, 2018, at the Ritz-Carlton Hotel, Tysons Corner, Virginia. The doors will open at 10:30 a.m. Our directors and management team will be available to answer questions.

The attendance of stockholders at our annual meeting is helpful in maintaining communication and ancan improve stockholders’ understanding of our business. We hope you will be able to join us. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone, or by Internet, or by completing, signing, dating and returning your proxy card. Instructions for these convenient ways to vote are set forth on the enclosed proxy card.

At the annual meeting we will ask you to elect our Board of Directors. We will also be considering ratification of the selection of KPMG LLP as our independent registered public accountants, an advisoryDirectors, vote to approve executive compensation two Charter amendments strengtheningand vote on one stockholder rights and an increase in authorized shares under the Company’s employee stock purchase plan.proposal. These proposals are described in detail in the attached Notice of 20162018 Annual Meeting of Stockholders and Proxy Statement. Our 20152017 Annual Report (including our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission) is also enclosed. Weenclosed, which we encourage you to read our 2015 Annual Report which we hope you will find interesting and useful.read. Thank you for your continued interest in Host Hotels & Resorts and we look forward to seeing you at the meeting.

Sincerely,

Richard E. Marriott

Chairman of the Board

NOTICE OF 20162018 ANNUAL MEETING OF STOCKHOLDERS

Agenda

The proxy statement more fully describes these proposals.

Record Date

You may vote if you were a holder of record of our common stock at the close of business on March 17, 2016,19, 2018, the record date.

By Order of the Board of Directors

Elizabeth A. Abdoo

Secretary

April 4, 20166, 2018

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
		VIA THE INTERNET Go to the website address shown on your proxy card and vote via the Internet				BY MAIL Mark, sign, date and return the enclosed proxy card in the postage-paid envelope
		BY TELEPHONE Use the toll-free number shown on your proxy card (this call is toll-free if made in the United States or Canada)				IN PERSON Attend the Annual Meeting in McLean, Virginia

PROXY STATEMENT

TABLE OF CONTENTS

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Proxy Statement. The Board of Directors of Host Hotels & Resorts, Inc. is soliciting proxies to be voted at our 20162018 Annual Meeting of Stockholders on May 12, 201617, 2018 and at any adjournment or postponement of the meeting. We expect that this Proxy Statement will be mailed and made available to stockholders beginning on or about April 4, 2016.6, 2018.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 12, 2016. 17, 2018. The Company’s Proxy Statement for the 20162018 Annual Meeting, and our Annual Report to Stockholders for 20152017 are both available free of charge athttp:https://www.hosthotels.com/investorrelations.aspwww.proxydocs.com/HST. References in this Proxy Statement and accompanying materials to Internet web sites are for the convenience of readers. Information available at or through these web sites is not incorporated by reference in this Proxy Statement.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS

BOARD NOMINEES

The following table provides summary information about each director nominee. Directors are elected annually by a majority of votes cast.

Name, Age

Director Since

Principal Occupation

Committee Memberships*

Other U.S. Public Company Boards

A

C

NCG

Mary L. Baglivo, 5860

2013

ChiefVice Chancellor Communications and Marketing, OfficerRutgers University Northwestern University

PVH Corp. Ruth’s Hospitality Group

Sheila C. Bair, 6264

2012

Former President of Washington College

(F)

Thomson Reuters

Terence C. Golden, 71

Thomson Reuters

1995

Chairman of Bailey Capital Corporation

Pepco Holdings, Inc.

Ann McLaughlin Korologos, 7476

1993

Former Chair of RAND Corporation Board of Trustees

Kellogg Company

Michael Kors Harman International Industries

Richard E. Marriott, 7779

19791993

Chairman of the Board

Sandeep L. Mathrani, 55

2016

Chief Executive Officer of GGP

GGP Inc.

John B. Morse, Jr., 6971

2003

Retired Vice President and CFO of The Washington Post Company

(F)

AES Corporation HSN, Inc.

Mary Hogan Preusse, 49

2017

Founder and Principal of Sturgis Partners LLC

Digital Realty Trust Kimco Realty VEREIT

Walter C. Rakowich, 5860 Lead Independent Director

2012

Retired Chief Executive Officer of Prologis

(F)

Iron Mountain Incorporated Ventas, Inc.

James F. Risoleo, 62

2017

President and Chief Executive Officer

Cole Office & Industrial REIT

Gordon H. Smith, 6365

2009

President & CEO of the National Association of Broadcasters

W. Edward Walter, 60A. William Stein, 64

20072017

President and  Chief Executive Officer of Digital Realty Trust

(F)

AvalonBay Communities Digital Realty Trust

* A		Audit Committee		C		Compensation Policy Committee
		Chair of the Committee		NCG		Nominating and Corporate Governance Committee
(F)		Audit Committee Financial Expert

1

Date and Time May 17, 2018 11:00 a.m. Eastern time Record Date March 19, 2018 Place Ritz-Carlton, Tysons Corner 1700 Tysons Boulevard, McLean, Virginia # Shares Eligible shares of common stock 27% >10 years 36% 0-2 years 18% 6-10 years 18% 3-5 years

Snapshot of Director Diversity and Experience

All director nominees are independent other than our Chief Executive Officer (CEO) and Chairman. The Nominating and Corporate Governance Committee and the Board believe it is important for the Board to be “refreshed” by adding directors from time to time and two new independent directors joined the Board in 2017. The Committee and the Board also believe that long-serving directors bring critical skills and historical perspective to the Board in a cyclical business such as the lodging industry. The Committee and Board seek a balanced mix of both new and experienced directors and believes this balance is achieved with the current nominees.

AUDITOR REFRESHMENT

Although ratification of the independent registered public accountants is not required by our Bylaws, the Company believes that submitting ratification of the selection of the independent accountants to a stockholder vote is a matter of good corporate practice. This year, however, the Audit Committee is strongly considering the selection of a new independent auditor as a means of refreshing the auditor relationship and has instructed management to solicit proposals from several accounting firms to serve as the Company’s independent auditor for 2018. That process is currently ongoing and for that reason no proposal is being submitted for stockholder vote. The Audit Committee’s evaluation of whether to change its independent auditor is not a result of any disagreement or dispute with KPMG LLP, the Company’s current independent registered public accounting firm, regarding the Company’s financial statements or accounting practices. For more information, see “AuditorFees—Re-assessment of the Audit Firm Relationship.” The Company intends to submit ratification of the selection of the auditor to a stockholder vote again in 2019.

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values are conducive to strong performance and creating long-term stockholder value. Our governance framework gives our highly experienced independent directors the structure necessary to provide oversight, advice and counsel to the Company. This framework is described in more detail in our Corporate Governance Guidelines and codes of conduct, which can be found in the governance section of our website.

2

Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective. Four of the last six Board members added are either women or bring diversity to the Board. Median Tenure 5.4 years Gender Diversity 36% Women

COMPENSATION PROGRAM

Our executive compensation programs are designed to:

We meet these objectives through the appropriate mix of compensation, including:

Last year we made several key enhancements to our compensation programs to continue to improve the link between compensation and the Company’s business and strategy as well as the long-term interests of stockholders.

4

2015removed individual performance measures from long-term incentive program modified mix of equity to 2/3rd performance based; and 1/3rd time based for retention purposes reweighted performance based long-term incentives to equally weight strategic measures and total stockholder return will utilize forward looking3-year total stockholder return measure (replacing previous historical approach) removed stock options

See “Compensation Discussion and Analysis—Our Compensation Program” beginning on page 32 for a further discussion of the Company’s compensation programs and the rationale for the changes in 2017.

2017 PERFORMANCE HIGHLIGHTS

20152017 was anothera year of continued growth for the Company. Revenues increased for the sixth year in a row and theThe Company’s comparable hotel revenue per available room (or RevPAR) increased 3.8%to $180, surpassing last year’s record and is the highest full year RevPAR in 2015 as compared to 2014 on a constant U.S. dollar basis.the Company’s history. RevPAR is a commonly used measure within the hotel industry to evaluate hotel operations. For more information on this measure and our 20152017 results, see the Company’s Annual Report on Form10-K.

We alsoWith a new management team in place, we undertook a number of initiatives in 20152017 to capitalize on value-enhancing opportunities and better position the Company for long-term, sustainable growth.growth and continued to execute on our strategy to decrease international exposure and improve the overall quality of the portfolio by recycling out of low RevPAR hotels into high RevPAR hotels.

ATTENDANCE AND VOTING MATTERS

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. This proxy is being solicited by the Board of Directors, and we have designated Gregory J. LarsonMichael D. Bluhm and Elizabeth A. Abdoo as proxies for this annual meeting. When you properly sign your proxy card or vote via telephone or the Internet, you are giving the persons named on the card your direction to vote your shares of common stock at the annual meeting as you designate.

What is a proxy statement?

It is a document that summarizes information that we are required to provide you under the rules of the Securities and Exchange Commission, or SEC, when we ask you to vote your shares or designate a proxy. It is designed to assist you in voting.

What does it mean if I get more than one proxy card?

You should vote by completing and signing each proxy card you receive. You will receive separate proxy cards for all of the shares you hold in different ways, such as jointly with another person, or in trust, or in different brokerage accounts.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A., or Computershare, you are considered the stockholder of record with respect to those shares, and the Notice of Annual Meeting, Proxy Statement and our 20152017 Annual Report were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Annual Meeting, Proxy Statement and our 20152017 Annual Report were forwarded to you by that organization. The organization holding your shares is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

Who is entitled to vote?

Anyone who owned common stock of the Company at the close of business on March 17, 2016,19, 2018, the record date, can vote at the annual meeting and is entitled to one vote for each share of common stock owned.

How can I manage the number of Annual Reports and Proxy Statements I receive?

The included glossy 20152017 Annual Report and our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC (which together comprise the 2015 Annual Report of the Company), is being mailed to stockholders with this Proxy Statement. If you share an address with any of our other stockholders, your household might receive only one copy of these documents. We will promptly deliver, upon oral or written request, individual copies of these documents to any stockholders at a shared address who received only one copy. To request individual copies for each stockholder in your household for this year and/or future years, please contact our Investor Relations department at240-744-1000, bye-mail to ir@hosthotels.com, or by mail to Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, MD 20817, Attn: Investor Relations. To ask that only one set of the documents be mailed to your household, please contact your bank, broker or other nominee or, if you are a stockholder of record, please call our transfer agent, Computershare at866-367-6351 toll-free within the United States and Canada; outside the United States and Canada at781-575-4320, or by mail at P.O. Box 30170, College Station, TX 77842-3170.505000, Louisville, KY 40233.

How do I vote?

Voting in Person at the Meeting. If you are a stockholder of record as of the close of business on March 17, 201619, 2018 and attend the annual meeting, you may vote in person at the meeting.meeting by presenting some form of government-issued photo identification. If your shares are held by a broker, bank or other nominee (i.e., in “street name”) and you wish to vote in person at the meeting, you will need to obtain a proxy form from the broker, bank or other nominee that holds your shares of record.record and present some form of government-issued photo identification.

Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares in your own name as a holder of record, you may authorize a proxy to vote your shares as follows:

Voting by Proxy for Shares Registered in Street Name. If your shares are held in street name, you will receive instructions from your broker, bank or other nominee which you must follow in order to have your shares of common stock voted.

Who is acting as my proxy and how will they vote my shares?

The individuals named on the enclosed proxy card are your proxies. They will vote your shares as you indicate. If you sign and return your proxy card but do not indicate how you wish to vote and you hold your shares in your own name as a holder of record, all of your shares will be voted as recommended by the Board of Directors.

However, if you hold your shares in street name, it is critical that you cast your vote in order for your vote to count. In the past, if you held your shares in street name and you did not indicate how you wanted to vote those shares, your bank or broker was allowed to vote those shares on your behalf in the election of directors and other routine matters as they deemed appropriate. Now, due to regulatory changes, your bank or broker is no longer able to vote your shares on a discretionary basis in most matters. If you hold your shares in street name and do not instruct your bank or broker how to vote, then no votes will be cast on your behalf for all matters other than the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2016 (proposal 2).behalf.

May I revoke my proxy?

You may revoke your proxy at any time before the annual meeting if you:

The mailing address for Computershare is P.O. Box 30170, College Station, TX 77842-3170.505000, Louisville, KY 40202. The overnight delivery address for Computershare is: 211 Quality Circle,462 South 4^th Street, Suite 210 College Station, TX 77845.1600, Louisville, KY 40202.

What vote is required to approve each proposal?

In the election of directors (proposal 1), each nominee must receive more “for” votes than “against” votes in order to be elected as a director. The affirmative vote of a majority of votes cast at the meeting is required to ratify the appointment of KPMG LLP as the Company’s independent registered public accountants for 2016 (proposal 2), to approve the advisory resolution on executive compensation (proposal 3)2) and to approve the amended and restated employee stock purchase planstockholder proposal (proposal 6)3). The two Charter amendments (proposals 4 and 5) each require the affirmative vote of at least two-thirds of all the votes entitled to be cast on the proposal.

What constitutes a “quorum”?

A majority of the outstanding shares entitled to vote, present in person or by proxy, constitutes a quorum. We must have a quorum to conduct the annual meeting. If a quorum is not present or if we decide that more time is necessary for the solicitation of proxies, we may adjourn the annual meeting. We may do this with or without a stockholder vote. If there is a stockholder vote to adjourn, the named proxies will vote all shares of common stock for which they have voting authority in favor of the adjournment.

How are abstentions and brokernon-votes treated?

Shares of our common stock represented by proxies that are marked “abstain,” or which constitute broker non-votes,“abstain” will be counted as present at the meeting for the purpose of determining a quorum. Abstentions will have no effect on the results of the vote on the proposals to be acted upon at the annual meeting. Broker non-votes occur when a nominee holding shares of our common stock for a beneficial owner returns a properly executed proxy but has not received voting instructions from the beneficial owner and suchthe nominee exercises its discretionary authority to vote the shares on certain routine proposals, as permitted by New York Stock Exchange rules, but does not possess or doeshave authority to vote the shares on other non-routine proposals. This year, there are no routine proposals to be acted upon at the annual meeting, so there will not choose to exercise discretionary authority with respect to such shares. Abstentions andbe any broker non-votes will have no effect onat the results of the vote on the election of directors, the ratification of the appointment of KPMG LLP, or the advisory resolution on executive compensation. However, abstentions and broker non-votes will have the effect of a vote against each of the two Charter amendments. For the vote on the amended and restated employee stock purchase plan, abstentions will have the effect of a vote against the proposal but broker non-votes will have no effect on the results of the vote.annual meeting.

How can I obtain copies of documents referenced in this proxy statement?

Copies of the Company’s Corporate Governance Guidelines, codescode of conduct and other documents referenced in this proxy statement can be accessed in the “Corporate Governance”“Governance” section of the Company’s website athttp://www.hosthotels.com. Copies of these documents are also available in print to stockholders upon request by writing to:

Host Hotels & Resorts, Inc.

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

Attention: Investor Relations

How will voting on any other business be conducted?

Although we do not know of any other business to be considered at the annual meeting other than the proposals described in this proxy statement, if any other business is properly presented at the annual meeting your signed proxy card gives authority to Gregory J. LarsonMichael D. Bluhm and Elizabeth A. Abdoo, or either of them, to vote on such matters in their discretion. Unless otherwise required by our Charter or Bylaws or by applicable Maryland law, any other matter properly presented for a vote at the meeting will require the affirmative vote of a majority of the votes cast.

Who will count the votes?

Computershare Trust Company, N.A., our transfer agent, will act as the inspectors of election and will tabulate the votes.

Will there be a sign language interpreter at the meeting?

If you would like to have a sign language interpreter at the annual meeting, please send your request in writing to the Secretary, Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, MD 20817. We must receive your request no later than May 8, 2018.

Who pays the cost of this proxy solicitation?

We bear all expenses incurred in connection with the solicitation of proxies. We have hired the firm of MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $12,500,$14,000, plus expenses. We will reimburse brokers, fiduciaries and custodians for their reasonable expenses related to forwarding our proxy materials to those beneficial owners.

Is this proxy statement the only way that proxies are being solicited?

No. In addition to mailing these proxy solicitation materials, our officers and employees may solicit proxies by further mailings or personal conversations, or by telephone, facsimile or other electronic means.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be disclosed on a Current Report on Form8-K filed with the SEC within four business days of the date of the annual meeting, which will be available on the Company’s website athttp://www.hosthotels.com.www.hosthotels.com.

CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance and Code of Business Conduct and Ethics

Our Board of Directors oversees the management of the Company and its business for the benefit of our stockholders in order to enhance stockholder value over the long-term. The Board has adopted Corporate Governance Guidelines which are reviewed annually and periodically amended as the Board enhances the Company’s corporate governance practices. The Board has also adopted a code of business conduct and ethics that applies to all directors, officers and employees of the Company and a code of business conduct and ethics and conflict of interest policy that also applies to the Board.Company. The purpose of these codesthe code of conduct is to promote honest and ethical conduct; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and to promote compliance with all applicable rules and regulations that apply to the Company and its officers, employees and directors. The Company’s Corporate Governance Guidelines, codescode of conduct and other documents describing the Company’s corporate governance practices can be accessed in the “Corporate Governance”“Governance” section of the Company’s website athttp://www.hosthotels.com. Copies of these documents are also available in print to stockholders upon request.

Governance is a continuing focus of the Company. In past years the Board has implemented numerous corporate governance enhancements to serve the long-term interests of all stockholders. These have included adopting a majority vote standard for uncontested director elections, declassifying the Board, allowing the Company’s rights plan to expire and opting out of the Maryland Control Share Acquisition Act. In 2014 the Board filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland electing to opt out of the provisions of the Maryland Unsolicited Takeover Act (the “Act”) that permit the Board to classify itself without a stockholder vote. This year,2016 the Board of Directors is proposing twoamended and restated the Company’s Bylaws to add ‘proxy access,’ a means for the Company’s stockholders to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders. Also in 2016 the Board proposed, and stockholders approved, Charter amendments which strengthen the rights of stockholders by providing stockholders the concurrent power to amend the Company’s Bylaws and making it easierreducing the threshold needed for stockholders to call a special meeting. Over the years, the Board has implemented numerous other corporate governance enhancements to serve the long-term interests of all stockholders. These have included:

For more information on the Company’s corporate governance practices, see the Corporate Governance Guidelines posted on our website.

Communications With Directors

The Company invites stockholders and other interested parties to communicate any concerns they may have about the Company directly and confidentially with any of the full Board of Directors, the Lead Director or thenon-management directors as a group by writing to:

		Host Hotels & Resorts, Inc.
			Attention: Secretary
			6903 Rockledge Dr., Suite 1500
			Bethesda, MD 20817

The Secretary will review and forward all stockholder communications to the intended recipient except those unrelated to the duties and responsibilities of the Board, such as junk mail and mass mailings, resumes and other forms of job inquiries, surveys, new business suggestions, business solicitations or advertisements. In addition, material that is hostile, threatening, illegal or similarly unsuitable or outside the scope of Board matters or duplicative of other communications previously forwarded to the recipient will also be excluded. The Secretary shall retain for three years copies of all stockholder communications that are forwarded.

Stockholder Outreach and Engagement

The Company’sOur relationship with itsour stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance,

and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach generally includes investor road shows, analyst meetings, investor days, and investor conferences and meetings. In the last twoseveral years we have also expanded our stockholder outreach by engaging stockholders directly and seeking their views on governance and other matters, concentrating our efforts on our largest stockholders. In addition, in 2014 we hosted an investor day highlighting2017 the

Company’s business strategy which stockholders were able to listen to via our website.new management team met with over 200 members of the investment community, reaching holders of approximately 65% of the Company’s actively managed shares (i.e., excluding holdings of passive investors such as index funds). We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time.

Board Leadership Structure

Our governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Company. This will be driven by the needs of the Company as well as the particular makeup of the Board at any point in time. As

We have historically had a result, no policy exists requiring the combination or separation of leadership roles, and the Company’s governing documents do not mandate a particular structure.

Our current leadership structure is comprised of thethat includes a Chairman of the Board, who is annually elected, a separate Chief Executive Officer, and an independent director serving as Lead Director who presides over the non-management directors, and strong active independent directors.Director. The CEO is responsible for setting the strategic direction of the Company and for the day to day leadership and management of the Company, while the Chairman of the Board provides guidance to the CEO, directs the agenda for Board meetings, and presides over meetings of the full Board.Board and participates in stakeholder outreach. This structure reflects the continued strong leadership, industry experience and energy brought to the Board by Richard E. Marriott, who has been elected and led the Company as Chair since its split with Marriott International in 1993. His over 50 year career at the Company uniquely provides him with a perspective and wealth of knowledge that is invaluable to the Board.

The Board also has the position of Lead Director who provides additional independent oversight of senior management and board matters in our current structure where the Chairman and CEO are not independent directors. The role of a Lead Director is meant to facilitate, and not to inhibit, communication among the directors or between any of them and the Chairman and CEO. Accordingly, directors are encouraged to continue to communicate among themselves and directly with the Chairman and CEO, and under our Corporate Governance Guidelines each independent director may call an executive session. Upon recommendation of the Nominating and Corporate Governance Committee, our Lead Director is elected annually from among the independent directors. Walter C. Rakowich has served as our Lead Director since May 2014. The duties of the Lead Director include: (i) presiding at executive sessions of the Board, and briefing the Chairman and CEO, as needed, following such sessions; (ii) presiding at meetings of the Board where the Chairman is not present; (iii) convening and acting as chair of meetings of the independent directors; (iv) providing input on Board agendas and meeting schedules; (v) providing feedback to and consulting with the Chairman and CEO on any concerns of the Board; and (vi) serving as the director to whom correspondence may be directed on behalf of thenon-management directors as a group, as described above under “Communications with Directors.”

Another component of our leadership structure is the active role played by our independent directors in overseeing the Company’s business, both at the Board and Committee level. SevenNine of nineeleven of our current directors and director nominees are considered independent within the meaning of the rules of the New York Stock Exchange. Under our Corporate Governance Guidelines,non-management directors meet in executive session without the presence of the CEO, the Chairman of the Board or other executive officers. The purpose of these sessions is to promote open discussions among the independent directors concerning the business and affairs of the Company as well as matters concerning management, without any member of management present.

The ChairBoard believes that the separate roles of our NominatingChairman and Corporate Governance Committee, currently Walter C. Rakowich, serves as ourCEO, coupled with an independent Lead Director. As such, he convenes and chairs all meetingsDirector, the use of non-management directors inregular executive sessions on a quarterly basis and more, if needed, serves asof the principal liaison between the non-employeenon-management directors, and the CEO and Chairman, is availablesubstantial majority of independent directors comprising the Board, allows the Board to consult with the CEO about any concernsmaintain effective oversight of the Board, and serves as the director to whom correspondence may be directed on behalf of the non-management directors as a group, as described above under “Communications with Directors.” The position and role of the Lead Director is intended to expand lines of communication between the Board and members of management. It is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management.Company.

At least annually, the Nominating and Corporate Governance Committee discusses the structure and composition of the Board of Directors and reviews the current leadership structure. This is discussed with the full Board as part of the Board’s annual evaluation to assess its effectiveness and takes into account our current business plans and long-term strategy as well as the particular makeup of the Board at that time.

Independence of Directors

It is the Board’s policy that a majority of the directors of the Company be independent. To be considered independent, a director must not have a material relationship with the Company that could interfere with a director’s independent judgment. To be considered independent, directors must also be “independent” within the meaning of the New York Stock Exchange’s requirements. To assist the Board in determining whether a director is independent, the Board has adopted standards for independence set forth in the Company’s Corporate Governance Guidelines.

In determining the independence of our directors, the Board considers all relevant facts and circumstances, including, but not limited to, whether the director receives any compensation or other fees from the Company, other than the fees described under “Director Compensation”, whether the director, or an organization with which the

CORPORATE GOVERNANCE AND BOARD MATTERS

director is affiliated, has entered into any commercial, consulting, or similar contracts with the Company, and any charitable contributions the Company made tonon-profit organizations with which director nominees or their immediate family members are associated. Consistent with these considerations, the Nominating and Corporate Governance Committee reviewed directors’ responses to a questionnaire asking about their relationships with the Company, as well as those of their immediate family members, and other potential conflicts of interest. The Committee determined that all of the director nominees other than Mr. Marriott and Mr. WalterRisoleo are independent and recommended to the Board that Messrs. Golden,Mathrani, Morse, Smith, Stein and Rakowich and Mmes. Korologos, Bair, Hogan Preusse and Baglivo have been determined to be independent. The Board approved the determination that sevennine of the Company’s nineeleven director nominees are independent. Messrs. Marriott and WalterRisoleo are not independent because they are Company employees.

The Board’s Role in Risk Oversight

Our Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. Reviews of certain areas are conducted by the relevant committees that report on their deliberations to the Board. Risks are considered in almost all business decisions and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, appropriate risk-taking is essential for the Company to be competitive and to achieve its business objectives. The chart below summarizes the primary areas of risk oversight for the Board and its committees.

The Board and its committees implement their oversight responsibilities through management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include strategic, operating, financial, legal, compliance and reputational risk. Management communicates routinely with the Board, its committees and individual directors on the significant risks identified through this process and how they are being managed.

Political ContributionsContribution Policy and Trade Association Memberships

The Company has aUnder the Company’s longstanding policy, prohibitingCompany funds may not be used to contribute to candidates, political party committees, or political action committees. Company funds also may not be used to make direct contributionsindependent expenditures to support or oppose political parties, political committees, political candidates,campaigns, to contribute to “social welfare” organizations organized under Section 501(c)(4) of the U.S. Internal Revenue Code or organizations organized under Section 527 of the U.S. Internal Revenue Code.Code, or to support ballot measure committees. The Company does not have a political action committee.

The Company believes that participation in the public policy process is an important and essential means of enhancing stockholder value. To help us achieve this objective, the Company belongs to a number of trade associations (organized under Section 501(c)(6) of the Internal Revenue Code), which allows us to network, build business skills, advance our public agenda and related business goals and monitor industry policies and trends. Company participation in trade associations, including membership on a trade association board, does not mean that the Company agrees with every position a trade association takes on an issue. In fact, from time to time our positions may differ from those of the trade associations of which we are members.

The Company makes payments to these associations, including membership fees and dues. In 2015, sixPursuant to the Company’s code of business conduct and ethics, the Company’s legal department oversees compliance with the Company’s policy on political contributions. The Nominating and Corporate Governance Committee discusses the Company’s political spending policies and disclosures. The chart below lists organizations receivedreceiving dues and other contributions from the Company totaling $25,000 or more.more between 2017 and 2015. Based on each organization’s records, we have listed below the portion of Company dues and other contributionsamounts that isare used by each organization for lobbying.

Trade Association Memberships

Each member of the Audit Committee, in the business judgment of the Board, meets the qualifications (including independence) and expertise requirements of the New York Stock Exchange and is anMr. Morse, Mr. Rakowich and Mr. Stein are “audit committee financial expert”experts” within the meaning of SEC rules. Our independent and internal auditors have unrestricted access to the Audit Committee. The Report of the Audit Committee appears later in this proxy statement.

the Committee retained Pay Governance LLC as its advisor. Pay Governance advises and consults with the Committee on compensation issues, compensation design and trends, and keeps the Committee apprised of regulatory, legislative, and accounting developments and competitive practices related to executive compensation. Pay Governance assisted the Committee in the design, structure and implementation of the current annual executive compensation program, which was first introduced in 2012, and reviews, at the direction of the Committee, compensation levels, trends and practices annually. Pay Governance does not determine the exact amount or form of executive compensation for any executive officers. See “Compensation Discussion and Analysis—Our Compensation Program.” Pay Governance reports directly to the Committee, and a representativerepresentatives of Pay Governance, when requested, attendsattend meetings of the Committee, isare available to participate in executive sessions and communicatescommunicate directly with the Committee Chair or its members outside of meetings. Pay Governance also served as a consultant retained by the Nominating and Corporate Governance Committee in late 2017 to assist the Committee with its review of the compensation of independent directors. Pay Governance is retained and conducts its work at the direction and request of the Board committees. It is not retained and does no other work directly for the Company.

In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Pay Governance addressed each of the six independence factors established by the SEC with the Compensation Policy Committee. Its responses affirmed the independence of Pay Governance on executive compensation matters. Based on this assessment, the Committee determined that the engagement of Pay Governance does not raise any conflicts of interest or similar concerns. The Committee also evaluated the independence of other outside advisors to the Committee, including outside legal counsel, considering the same independence factors and concluded their work for the Committee does not raise any conflicts of interest.

The Compensation Policy Committee may delegate any or all of its responsibilities to a subcommittee, but did not do so in 2015.2017. The Compensation Policy Committee’s Report on Executive Compensation appears later in this proxy statement.

Compensation-Related Risks

The Compensation Policy Committee oversees theall of our compensation policies and plans for all employees.practices. Management, at the request of the Committee, has assessed the Company’s compensation programs and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This risk assessment process included a review of all material compensation policies and practices, which were discussed with the Committee. The compensation programs of the Company are all centrally designed and centrally administered. The elements of compensation for senior management and upper middle management are also the same: base salary, annual cash incentive awards and long-term incentives. The performance measures for the annual cash incentive awards are (i) Company financial metrics that are based on an annual business plan and budget reviewed and approved by the Board and (ii) personal performance goals that are derived from the annual business plan and budget and Company strategic plan, which tie to measures of long-term success of the Company. The business plan and budget are reviewed quarterly with theat each Board meeting and the strategic plan is addressed annually. The personal goals are drafted by each employee annually and approved by each manager with the intent that there is a common purpose and accountability throughout the Company. Performance measures for long-term incentives are personalstrategic goals corporate goals, whichof the Company, established annually and are tied to the business plan and budget, and total stockholder return measured over a three year period. Total compensation is capped throughout our compensation programs, and the Compensation Policy Committee reviews all senior management compensation and that of any employee earning more than $500,000 in annual target cash compensation, which would includeincludes salary bonus and equity awards.bonus. Based on the foregoing, we believe that our compensation policies and practices do not create inappropriate or excessive risk-taking.

Compensation Policy Committee Interlocks and Insider Participation

None of the members of the Compensation Policy Committee is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related person.

PROPOSALS REQUIRING YOUR VOTE

Proposal One—Election of Directors

Our Board of Directors currently consists of nine members. Each director nominee standshas nominated 11 directors for election every year.at this Annual Meeting to hold office until the next Annual Meeting and the election of their successors. All the nominees are currently directors. Each nominee has consented to serve if elected, but should any director nominee be unavailable to serve (an event which our Board does not now anticipate), the proxies named on your proxy card will vote for a substitute nominee recommended by the Board. Alternatively, should such circumstances arise, the Board, on the recommendation of the Nominating and Corporate Governance Committee, may decide to reduce the size of the Board and the number of nominees.

Voting Standard

Each director nominee stands for election every year. Except in a contested election, each director will be elected only if he or she receives more votes “for” than votes “against”. As set forth in the Company’s Corporate Governance Guidelines, any director nominee who is not elected by the vote required and who is an incumbent director must immediatelypromptly tender his or her resignation to the Board for consideration. The Nominating and Corporate Governance Committee will then make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action is recommended. The Board will act on the tendered resignation within 90 days and will promptly disclose its decision and rationale as to whether to accept the resignation or the reasons for rejecting the resignation. If a director’s resignation is accepted by the Board, or if a nominee for director is not elected and is not an incumbent director, the Board may fill the resulting vacancy or decrease the size of the Board.

It is the responsibility of theBoard Skills, Qualifications, Diversity and Tenure

The Nominating and Corporate Governance Committee to identify, evaluate and recommend prospective director candidates for the Board, in accordance with the policy and procedures described in the Committee’s charter and the Company’s Corporate Governance Guidelines. The Committee regularly reviews the composition of the Board in light of the Company’s changing requirements and its annual assessment of the Board’s performance. The Committee seeks to includeand Board seek a complementary mix of individuals with diverse backgrounds and skills reflecting the broad set of challenges that the Board confronts. For more information on this process, see “Corporate Governance—Identification and Evaluation of Director Candidates.”

In assessingThere are general qualifications for nominees, the Committee expectsthat all candidates to meet the qualificationsDirectors must have, which are described in the Committee’s charter and the Company’s Corporate Governance Guidelines, including integrity and high ethical standards, mature and independent judgment, diverse business experience, familiarity with the issues affecting the Company’s business, and a commitment to full participation on the requisite timeBoard and abilityits committees. The Committee also considers other criteria, including: experience in running a major enterprise, sound business acumen, experience as a board member of another publicly held company, academic expertise in an area of the Company’s operations, and a reputation, both personal and professional, consistent with the image and reputation of the Company.

The Board and the Committee are also committed to attend meetingsa diversified membership, in terms of both the individuals involved and fully participatetheir experience. As stated in the activitiesCommittee’s charter, the Committee may take into account the overall diversity of the Board.Board, including professional background, experience, thought, perspective, age, tenure, gender, and ethnicity.

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Proposal 1 Election of 11 Directors The Committee believes thatBoard recommends a vote FOR each of the director nominees possesses these key attributes thatDiverse slate of directors with broad leadership experience Four of the last six Board members added are importanteither women or bring diversity to an effective Board. Each director nominee holds or has held senior executive positionsthe Board All candidates highly successful executives in large organizations or the government with relevant skills and has experience relevantexpertise Commitment to the Company’s business. Ourrefreshment—4 directors also serve on the boards of other public and private companies and have an understanding of corporate governance practices and trends. The Committee also takes into account diversity considerations in determining the slate of directors and believes that, as a group, the nominees bring a broad range of perspectives to Board deliberations. In addition to the above, the Committee also considered the specific experiences describedadded in the last two years Median director tenure 5.4 years

Director Nominees

Below each nominee’s biography, we have included an assessment of the skills and experience of such nominee. We have also included a chart that follow in determining to nominatecovers the individuals set forth belowassessment for election as directors.the full Board.

DIVERSITY OF BACKGROUND

The Board of Directors unanimously recommends that you vote FOR each of the nominees for director.

NOMINEES FOR DIRECTOR

 Public Boards:

 PVH Corp.

 Ruth’s Hospitality

    Group

PROPOSALS REQUIRING YOUR VOTE

Proposal Two—RatificationSummary of Appointment of Independent Registered Public Accountants2018 Director Qualifications and Experience

The Audit Committee is directly responsible for the appointment, compensation, retentionNominating and oversight of the independent registered public accountants retained to audit the Company’s financial statements. The Audit Committee has unanimously approved and voted to recommend that the stockholders ratify the appointment of KPMG LLP as independent registered public accountants of the Company for 2016. Representatives of KPMG LLP will be at the annual meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to questions.

KPMG LLP has been retained as the Company’s independent registered public accountant since 2002. In determining whether to reappoint the independent accountant, the Audit Committee considers the length of time the firm has been engaged, the quality of the discussions with the independent accountant and its annual assessment of the past performance of both the lead audit partner and KPMG LLP. A new lead audit partner is designated at least every five years as required by the SEC to ensure independence, and to provide a fresh perspective. The Audit Committee and its Chair are directly involved in the selection of the lead audit partner. The Audit Committee is responsible for the negotiation of audit fees associated with the Company’s retention of KPMG LLP.

Although ratification is not required by our Bylaws, the Board is submitting the selection of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. The members of the AuditCorporate Governance Committee and the full Board believe that the continued retentiona complementary mix of KPMG LLP todiverse skills, attributes, and experiences will best serve as the Company’s independent registered public accountants is in the best interests of the Company and its stockholders.

If The director skills summary that appears below, and the selection is not ratified,related narrative for each director nominee, notes the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even ifspecific experience, qualifications, attributes, and skills for each director that the selection is ratified,Board considers important in determining that each nominee should serve on the Audit CommitteeBoard in its discretion may select a different public accounting firm at any time during the year if it determines that such a change would be in the best interestslight of the CompanyCompany’s business, structure, and its stockholders.strategic direction. The absence of a “•” for a particular skill does not mean the director in question is unable to contribute to the decision-making process in that area.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of KPMG LLP as independent registered public accountants of the Company for 2016.

Proposal Three—Advisory Resolution to Approve Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that the Company seek anon-binding advisory vote from its stockholders to approve executive compensation. Since the required vote is advisory, the result of the vote is not binding upon the Company or the Board. In 2011, the Board recommended that this advisory resolution to approve named executive officer compensation be conducted annually and stockholders voted in favor of this recommendation by a substantial majority. Accordingly, the Board has determined that it will hold an advisory resolution to approve named executive officer compensation annually until the next vote to determine the frequency of such an advisory vote, which shall occur at the 2017 annual meeting of stockholders.

We urge stockholders to read the “Compensation Discussion and Analysis”, which describes how our executive compensation policies operate and how they are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative which provide detailed information on the compensation of our named executive officers. Our executive compensation program is designed to provide the opportunity to earn a competitive level of compensation necessary to attract, motivate and retain talented and experienced executives and to motivate them to achieve short-term and long-term corporate goals that enhance stockholder value. Highlights of the Company’s compensation programs include the following:

The Compensation Policy Committee and the Board believe that these policies are effective in implementing our compensation philosophy, in achieving its goals, and have been effective at incenting the achievement of the Company’s strong financial performance.

For the reasons stated above, the Board of Directors unanimously recommends a vote FOR“FOR” approval of the following resolution:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis and in the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”

Effect of Proposal

This advisory resolution to approve named executive officer compensation, commonly referred to as a “say-on-pay”“say-on-pay” resolution, isnon-binding on the Board of Directors. The approval or disapproval of this proposal by stockholders will not require the Board, the Compensation Policy Committee or the Company to take any action regarding the Company’s executive compensation practices. Althoughnon-binding, the Board and the Compensation Policy Committee will carefully review and consider the voting results when evaluating our future executive compensation program.

Proposal Four—Approval of a Charter Amendment to Provide Stockholders with the Concurrent Power to Amend the Company’s Bylaws

Our Board of Directors has declared advisable and recommends that stockholders approve an amendment to the Company’s Charter to provide the Board of Directors and the Company’s stockholders with the concurrent power to amend the Company’s Bylaws. The full text of the proposed Charter amendmentSet forth below is set forth as Appendix A to this proxy statement.

General Information

At the 2015 Annual Meeting of Stockholders of the Company, a stockholder proposal recommending that our Board take all steps necessary to allow stockholders to amendsubmitted by UNITE HERE, 275 Seventh Avenue, New York, New York 10001, the Bylaws received the affirmative votebeneficial owner of 80%339 shares of the votes cast on the proposal. Currently, both the Charter and Bylaws provide the BoardCompany’s common stock, along with the exclusive power to amend the Bylaws. In light of the support of our stockholders for theits supporting statement. The stockholder proposal and based upon discussions with our stockholders, the Nominating and Corporate Governance Committee recommended to the Board and the Board is submitting this Charter amendment for approval in order to implement the prior stockholder proposal. Because a Charter amendment is required the Board is not able to implement the proposal without further action by the stockholders at this annual meeting. Any amendments to the Bylaws proposed by stockholders would require approval by the affirmative vote of the holders of a majority of the shares entitled to be cast on the matter.

The Board of Directors has also approved, subject to approval of this Charter amendment by the stockholders, an amendment to Article XIV of the Bylaws to provide that the Bylaws may be amended as contemplated by the Charter amendment. The Bylaw amendment does not require stockholder approval and will take effect subject to approval of the Charter amendmentvoted upon at the annual meeting only if properly presented at the annual meeting by UNITE HERE.

Proposal:

“Shareholders request Host Hotels & Resorts (“Host”) issue an annual sustainability report with due diligence about operations at Host’s properties, including the impact on investors of hotel operators’ environmental, human rights, and labor practices. The reports should be prepared at reasonable cost, omitting proprietary information, and the first report should be available to shareholders in advance of the 2019 annual meeting.

ConclusionWe recommend Host ask its hotel operators to use the Global Reporting Initiative’s (“GRI”) Sustainability Reporting Standards to prepare the report(s). The Standards cover environmental impacts, human rights, and Recommendation; Vote Requiredlabor practices, and provide a flexible reporting system that allows omission of content irrelevant to company operations.”

UNITE HERE’s Supporting Statement:

“The GRI provides the mostwidely adopted global standards for sustainability reporting. According to GRI, “[t]he practice of disclosing sustainability information inspires accountability, helps identify and manage risks, and enables organizations to seize new opportunities. Reporting with theGRI Standards supports companies, public and private, large and small, protect the environment and improve society, while at the same time thriving economically by improving governance and stakeholder relations, enhancing reputations and building trust.”

The BoardUN Principals of Directors is submittingResponsible Investment (UNPRI) has over 1750 signatories, with ~$70 trillion in assets, including many of Host’s own investors, who publicly commit to “seek appropriate disclosure on ESG [environmental, social and recommendinggovernance] issues by the Charter amendment set forth as Appendix Aentities in which [they] invest” and to “incorporate ESG issues into investment analysis and decision making.” This type of diligence generates value for shareholders.

Hotel owners are reporting on the environmental footprint of hotel operations, but pay less attention to the Company’s stockholders for approval. The approvalhuman capital dimensions of these operations—the thousands of people providing hospitality services. Host does not presently require hotel operators to provide reporting on social or governance factors, a notable diligence gap given the centrality of guest services to Host’s business.

Host has acknowledged that, although it does not directly employ workers, it is “subject to many of the Charter amendment requires the affirmative vote of at least two-thirds of all the votes entitled to be cast on the proposal.

For the reasons stated above, the Board of Directors unanimously recommends a vote“FOR” approval of the Charteramendment to provide the Board of Directorscosts and the Company’s stockholdersrisks generally associated with the concurrent powerhotel labor force,” and that it [is] subject to amendrisk when hotel operations are disrupted. (2016 Form10-K at27-28.) Through their taxable subsidiaries, real estate investment trusts like Host are able to collect income from operations within their properties, which go beyond income from lease payments (see 26 USC §§856-857).

After the Bylaws.Starwood merger, 78% of Host’s properties were managed or franchised by Marriott. As Host has acknowledged, “[a]ny adverse developments in Marriott’s business and affairs or financial condition… could have a

Proposal Five—Approval of a Charter Amendmentmaterial adverse effect on us.”(10-K at 27.) Marriott International’ssustainability reporting, which ceased using the GRI sustainability framework after 2014, provides much less detail to Reduceinvestors than Starwood Hotels’premerger reporting, which used the Threshold Required for StockholdersGRI framework.

We urge shareholders to Call Special Meetingsrecommend Host provide comprehensive disclosure about its sustainability practices, including reporting from hotel operators about environmental, human rights, and labor practices, by committing to using, and requiring its operators to use, the GRI sustainability framework.”

Our Board of Directors has declared advisableStatement Opposing the Stockholder Proposal

After careful consideration, our Board and recommends that stockholders approve an amendment to the Company’s Charter reducing from a majority to 25% the requisite percentage of stockholders required to call a special meeting of stockholders. The full text of the proposed Charter amendment is set forth as Appendix B to this proxy statement.

General Information

The Maryland General Corporation Law generally provides that, except as otherwise provided in a corporation’s charter or bylaws, the secretary of a corporation shall call a special meeting of the stockholders on the written request of stockholders entitled to cast at least 25% of all the votes entitled to be cast at the meeting, provided that, unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months. Currently, as permitted by Maryland law, the Charter and Bylaws of the Company include a higher threshold and provide that the Secretary of the Company shall call a special meeting of stockholders on the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting (for all matters and not just those already voted on during the preceding 12 months).

Theits Nominating and Corporate Governance Committee andbelieve that the Board continue to implement corporate governance enhancements to serve the long-term interests of all stockholders. See “Corporate Governance and Board Matters” earlier in this proxy statement for examples of other reforms taken in prior years. The Board believes that decreasing the required ownership threshold for stockholders to call a special meeting from a majority to 25% strikes a reasonable balance between enhancingabove-described stockholder rights and preventing a small minority of stockholders from calling a special meeting solely to pursue agendas that mightproposal is not be in the best interests of the Company and its stockholders in general. In reachingstockholders. The Board recommends a vote “Against” adoption of this conclusion,stockholder proposal for the Board consideredfollowing reasons.