UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Host Hotels & Resorts, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

April 4, 20163, 2017

Dear Fellow Stockholder:

I am pleased to invite you to our 20162017 Annual Meeting of Stockholders of Host Hotels & Resorts, Inc., which will be held at 11:00 a.m. on Thursday, May 12, 2016,11, 2017, 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 advisory vote to approve executive compensation, two Charter amendments strengthening stockholder rights and an increase in authorized shares underadvisory vote on the Company’s employee stock purchase plan.frequency of votes on executive compensation. These proposals are described in detail in the attached Notice of 20162017 Annual Meeting of Stockholders and Proxy Statement. Our 20152016 Annual Report (including our Annual Report on Form 10-K for the year ended December 31, 20152016 filed with the Securities and Exchange Commission) is also enclosed. We encourage you to read our 20152016 Annual Report, which we hope you will find interesting and useful. 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

		6903 Rockledge Drive, Suite 1500 Bethesda, Maryland 20817-1109

NOTICE OF 20162017 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, 2016,16, 2017, the record date.

By Order of the Board of Directors

Elizabeth A. Abdoo

Secretary

April 4, 20163, 2017

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

i

Proxy Statement. The Board of Directors of Host Hotels & Resorts, Inc. is soliciting proxies to be voted at our 20162017 Annual Meeting of Stockholders on May 12, 201611, 2017 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, 2016.3, 2017.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 12, 2016.11, 2017. The Company’s Proxy Statement for the 20162017 Annual Meeting, and our Annual Report to Stockholders for 20152016 are both available free of charge athttp://www.hosthotels.com/investorrelations.aspinvestor-relations/annual-meeting. 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.

ii

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, 5859

2013

Chief Marketing Officer Northwestern University

PVH Corp.

Sheila C. Bair, 6263

2012

President of Washington College

(F)

Thomson Reuters

Terence C. Golden, 71

1995

Chairman of Bailey Capital Corporation

Pepco Holdings, Inc.

Ann McLaughlin Korologos, 7475

1993

Former Chair of RAND Corporation Board of Trustees

Kellogg Company Michael Kors Harman International Industries

Richard E. Marriott, 7778

1979

Chairman of the Board

Sandeep L. Mathrani, 54

2016

Chief Executive Officer of GGP

GGP Inc.

John B. Morse, Jr., 6970

2003

Retired Vice President and CFO of The Washington Post Company

(F)

AES Corporation HSN, Inc.

Walter C. Rakowich, 5859 (L)

2012

Retired Chief Executive Officer of Prologis

(F)

Iron Mountain Incorporated Ventas, Inc.

James F. Risoleo, 61

2017

President and Chief Executive Officer

Gordon H. Smith, 6364

2009

President & CEO of the National Association of Broadcasters

W. Edward Walter, 60

2007

President and Chief Executive Officer

AvalonBay Communities

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

PROXY SUMMARY

Snapshot of Director Diversity and Experience

Our director nominees exhibit an effective mix of diversity, experience and perspective. 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 new directors from time to time and two new directors have been added in the last year. 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. Therefore, the Committee seeks a balanced mix of both new and experienced directors.

Board Tenure

Median Tenure of Director Nominees

5 Years

Average Tenure of Director Nominees

9 Years

Gender Diversity

33%

£ 3

4 – 7

³ 8

Years Served

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.

20152016 PERFORMANCE HIGHLIGHTS

20152016 was anothera year of continued growth for the Company. Revenues increased for the sixthseventh year in a row andto $5,430 million despite selling 10 hotels in the year. The Company’s comparable hotel revenue per available room (or RevPAR) increased 3.8%2.7% in 20152016 as compared to 20142015 on a constant U.S. dollar basis.basis, and at $177 was the highest full year RevPAR in 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 20152016 results, see the Company’s Annual Report on Form 10-K.

We also undertook a number of initiatives in 20152016 to capitalize on value-enhancing opportunities and better position the Company for long-term, sustainable growth.

ATTENDANCE AND VOTING MATTERS

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. Larson 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 20152016 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 20152016 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, 2016,16, 2017, 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 20152016 Annual Report and our Annual Report on Form 10-K for the year ended December 31, 20152016 filed with the SEC (which together comprise the 20152016 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 at 240-744-1000, by e-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 at 866-367-6351 toll-free within the United States and Canada; outside the United States and Canada at 781-575-4320, or by mail at P.O. Box 30170, College Station, TX 77842-3170.

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, 201616, 2017 and attend the annual meeting, you may vote in person at the meeting. 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.

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 20162017 (proposal 2).

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. The overnight delivery address for Computershare is: 211 Quality Circle, Suite 210 College Station, TX 77845.

ATTENDANCE AND VOTING MATTERS

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 20162017 (proposal 2), and to approve the advisory resolution on executive compensation (proposal 3) and to approve the amended and restated employee stock purchase plan (proposal 6). The two Charter amendments (proposals 4 and 5) each requirefrequency of the affirmativeadvisory vote on executive compensation (1, 2 or 3 years) receiving the greatest number of at least two-thirds of allvotes will be considered the votes entitled to be cast on the proposal.frequency recommended by stockholders (proposal 4).

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 broker non-votes treated?

Shares of our common stock represented by proxies that are marked “abstain,” or which constitute broker non-votes, will be counted as present at the meeting for the purpose of determining a quorum. 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 such nominee does not possess or does not choose to exercise discretionary authority with respect to such shares. Abstentions and broker non-votes will have no effect on the results of the vote on the election of directors,four proposals to be acted upon at 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. Larson 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.

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 Form 8-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.

CORPORATE GOVERNANCE AND BOARD MATTERS

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 the non-management directors as a group by writing to:

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 includes investor road shows, analyst meetings, and investor conferences and meetings. In the last two 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 highlighting the

Company’s business strategy whichother aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, investor days, and investor conferences and meetings. In the last several years we have also expanded our stockholder outreach by engaging stockholders were able to listen to viadirectly and seeking their views on governance and other matters, concentrating our website.efforts on our largest stockholders. 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. 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. The Board annually elects a lead director and Walter C. Rakowich has served in that role 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 the non-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. SevenEight of nineten of our current directors and seven of nine of our 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 as the principal liaison between the non-employee directors and the CEO and Chairman, is available to consult with the CEO about any concerns 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 rolethe substantial majority of independent directors comprising the Board, allows the Board to maintain effective oversight 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.

CORPORATE GOVERNANCE AND BOARD MATTERS

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 to non-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 and Rakowich and Mmes. Korologos, Bair and Baglivo have been determined to be independent. The Board approved the determination that seven of the Company’s nine 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 Contributions

The Company has a longstanding policy prohibiting direct contributions to political parties, political committees, political candidates, or organizations organized under Section 527 of the U.S. Internal Revenue Code. 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 2015,2016, six organizations received dues and other contributions from the Company totaling $25,000 or more. 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.

20152016 Trade Association Memberships

Meetings and Committees of the Board

The Board met fiveseven times in 2015.2016. Each director attended at least 80% of the meetings of the Board and of the committees on which the director served. Under the Corporate Governance Guidelines, directors are expected to attend the annual meeting of stockholders, and all directors attended the annual meeting in 2015.2016. Under our Corporate Governance Guidelines, non-management directors meet in executive session without management and did so after each regularly scheduled Board meeting in 2015.2016. Mr. Rakowich, the Chair of the Nominating and Corporate Governance Committee and Lead Director, presided over the executive sessions of the non-management directors.

CORPORATE GOVERNANCE AND BOARD MATTERS

The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Compensation Policy Committee and the Nominating and Corporate Governance Committee. The Board has adopted a written charter for each committee, all of which are available on the Company’s website (http://www.hosthotels.com). Copies of these charters are also available in print to stockholders upon request. See“Attendance and Voting Matters—How can I obtain copies of documents referenced in this proxy statement?” Each committee consists entirely of independent directors in accordance with New York Stock Exchange rules. The Board generally makes committee assignments in May after the annual meeting of stockholders, upon recommendation of the Nominating and Corporate Governance Committee. The Board may from time to time appoint other committees as circumstances warrant. Any new committees will have authority and responsibility as delegated by the Board.

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 and Mr. Rakowich 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.

In addition, the Chair of the Nominating and Corporate Governance Committee is the Lead Director and presides at all executive sessions of independent directors, determines the agenda for such discussions, and serves as liaison between the independent directors and the Chairman and the Chief Executive Officer.

CORPORATE GOVERNANCE AND BOARD MATTERS

Role of the Compensation Consultant

Pursuant to its charter, the Compensation Policy Committee is authorized to engage, retain and terminate any consultant, as well as approve the consultant’s fees, scope of work and other terms of retention. Starting in 2010, 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,the design and structure of the 2017 executive compensation program 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 representative of Pay Governance, when requested, attends meetings of the Committee, is available to participate in executive sessions and communicates directly with the Committee Chair or its members outside of meetings. Pay Governance does no other work 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 2015.2016. The Compensation Policy Committee’s Report on Executive Compensation appears later in this proxy statement.

Compensation-Related Risks

The Compensation Policy Committee oversees the compensation policies and plans for all employees. 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 the Board 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 currently personal goals, corporate goals, which 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 compensation, which would include salary, bonus and equity awards. 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.

Identification and Evaluation of Director Candidates

Each year the Nominating and Corporate Governance Committee reviews with the Board of Directors the composition of the Board as a whole and makes a recommendation whether to renominate directors and whether to consider any new persons to be added to the Board. The Committee considers director candidates suggested by members of the Committee, other directors and management, and has engaged the services of third party firms to assist in identifying and evaluating director candidates. The Committee retained Ferguson Partners Ltd. in the fall of 2015 for this purpose. The Committee will also consider any written suggestions of stockholders for director nominees. The recommendation must include the name and address of the candidate, a brief biographical description and a description of the person’s qualifications. Recommendations should be mailed to Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, MD 20817, Attn: Secretary. The Committee will evaluate in the same manner candidates suggested in accordance with this policy and those recommended by other sources. The Committee has full discretion in considering all nominations to the Board. Alternatively, stockholders who would like to nominate a candidate for director (infor inclusion in the Company’s proxy statement (proxy access), in lieu of making a recommendation to the Nominating and Corporate Governance Committee)Committee, or who would like to nominate a director candidate that is not intended to be included in the Company’s proxy statement must in each case comply with the requirements described in this proxy statement and the Company’s Bylaws. See “Stockholder Proposals for our Next Annual Meeting.”

The evaluation of director candidates involves several steps, not necessarily in any particular order. Preliminary interviews of director candidates may be conducted by the Chair of the Committee or, at his or her request, any other member of the Committee, the CEO, Chairman of the Board, or other directors. Background material pertaining to director candidates is distributed to the members of the Committee for their review. References are checked and analyses are performed to identify potential conflicts of interest and appropriate independence from the Company. Director candidates who the Committee determines merit further consideration are interviewed by the Chair of the Committee and other Committee members, directors and executive officers as determined by the Chair of the Committee. The results of these interviews are considered by the Committee in its deliberations.

There are certain minimum qualifications for Board membership that director candidates should possess, 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 Board and its committees. The Committee has adopted guidelines in its charter to be used in evaluating candidates in order to ensure a diverse and highly qualified Board. In addition to the characteristics mentioned above, the guidelines provide that the Committee may consider the following 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. In addition, when considering new Board members, the Committee considers whether the candidate would qualify as an independent director under New York Stock Exchange rules and other applicable regulations.

The current membersThis year, there are two new director nominees who have not previously stood for election to the Board by the stockholders, Mr. Sandeep L. Mathrani and Mr. James F. Risoleo. Mr. Mathrani was identified as a candidate by Ferguson Partners Ltd. and elected to the Board effective in July 2016 on the recommendation of the Nominating and Corporate Governance Committee. Mr. Mathrani qualifies as an independent director under New York Stock Exchange rules. Mr. Risoleo was appointed to the Board of Directorson January 1, 2017, in connection with his promotion to CEO.

The director nominees have served on our Board for an average of approximately 13 years. Independent directors have served for an average of approximately 109 years. The median tenure of our director nominees is 5 years. The Nominating and Corporate Governance Committee and the Board believe it is important for the Board to be “refreshed” by adding new directors from time to time and three of the current directors,director nominees, or 33% of the Board, have served for less than fivefour years, and as noted above two directors have been added within the median Board tenure of independent directors is slightly less than 7 years.last twelve months. However, the Committee and the Board also believe that long-serving directors bring critical skills to the Board. Among other things, such senior directors bring a historical perspective to the Board, which is highly relevant in a cyclical business such as the lodging industry. In addition, the Committee and the Board believe that long-serving directors have acquired extensive knowledge of the business that tends to

CORPORATE GOVERNANCE AND BOARD MATTERS

make them less dependent upon management for information and perspectives. Accordingly, while the Committee considers tenure as a factor in determining the nominee slate, it is not a critical or determinative factor.

The Board is also committed to a diversified membership, in terms of both the individuals involved and their experience. As stated in the Committee’s charter, the Committee may take into account the overall diversity of the Board, including professional background, experience, thought, perspective, age, tenure, gender, and ethnicity. The Board is satisfied that the current nominees reflect an appropriate diversity, of gender, race, age, professional background and experience, but is committed to continuing to consider diversity issues in evaluating the composition of the Board.

PROPOSALS REQUIRING YOUR VOTE

PROPOSALS REQUIRING YOUR VOTE

Proposal One—Election of Directors

Our Board of Directors currently consists of ten members, although there are only nine members. Each director nominee standsnominees standing for election every year. Each nominee has consentedelection. In February 2017, Mr. Terence C. Golden expressed his intention 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,retire from the Board onand accordingly his term will end at the recommendationconclusion of the Nominating and Corporate Governance Committee, may decide to reduce2017 annual meeting. The Board determined that, effective at the conclusion of the 2017 annual meeting, the size of the Board and the number of nominees.will be decreased from ten to nine directors.

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 immediately 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 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 assessment of the Board’s performance. The Committee seeks to include 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—Governance and Board Matters—Identification and Evaluation of Director Candidates.”

In assessing qualifications for nominees, the Committee expects all candidates to meet the qualifications described in the Committee’s charter and the Company’s Corporate Governance Guidelines, including integrity, mature and independent judgment, diverse business experience, familiarity with the issues affecting the Company’s business, and the requisite time and ability to attend meetings and fully participate in the activities of the Board. The Committee believes that each of the nominees possesses these key attributes that are important to an effective Board. Each director nominee holds or has held senior executive positions in large organizations or the government and has experience relevant to the Company’s business. Our 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 described in the biographical details that follow in determining to nominate the individuals set forth below for election as directors.

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

NOMINEES FOR DIRECTOR

Public Boards:

PVH Corp.

PROPOSALS REQUIRING YOUR VOTE

PROPOSALS REQUIRING YOUR VOTE

RETIRING DIRECTOR

PROPOSALS REQUIRING YOUR VOTE

Summary of 2017 Director Qualifications and Experience

The Nominating and Corporate Governance Committee and the full Board believe a complementary mix of diverse skills, attributes, and experiences will best serve the Company and its stockholders. The director skills summary that appears below, and the related narrative for each director nominee, notes the specific experience, qualifications, attributes, and skills for each director that the Board considers important in determining that each nominee should serve on the Board in light of the Company’s business, structure, and 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.

Proposal Two—Ratification of Appointment of Independent Registered Public Accountants

The Audit Committee is directly responsible for the appointment, compensation, retention 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 2016.2017. 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 Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accountants is in the best interests of the Company and its stockholders.

If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee 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 interests of the Company and its stockholders.

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 2016.2017.

PROPOSALS REQUIRING YOUR VOTE

Proposal Three—Advisory Resolution to Approve Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that the Company seek a non-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 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 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” resolution, is non-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. Although non-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—ApprovalFrequency of Advisory Vote on Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that at least once every six years the Company submit for stockholder vote a Charter Amendmentnon-binding resolution to Provide Stockholders withdetermine whether the Concurrent Power to Amendadvisory stockholder vote on executive compensation shall occur every one, two or three years.

When the Company’s Bylaws

Our Boardinitial executive compensation frequency vote was held at our 2011 annual meeting, our stockholders voted by an overwhelming margin to accept the recommendation of Directors has declared advisable and recommends that stockholders approve an amendment to the Company’s Charter to provide the Board of Directors andto vote on executive compensation every year. Accordingly, the Company’s stockholders withBoard decided to hold an advisory resolution to approve named executive officer compensation annually. The Board believes that the concurrent powercurrent annual votes on executive compensation continue to amend the Company’s Bylaws. The full text of the proposed Charter amendment is set forth as Appendix A to this proxy statement.

General Information

At the 2015 Annual Meeting of Stockholders ofbe appropriate for the Company a stockholder proposal recommending that our Board take all steps necessary to allowand its stockholders to amend the Bylaws received the affirmative vote of 80% of theat this time. The annual votes cast on the proposal. Currently, both the Charter and Bylaws provide the Board with the exclusive power to amend the Bylaws. In light of the support of our stockholders for the proposal, and based upon discussions with ourhave provided stockholders the Nominating and Corporate Governance Committee recommendedopportunity to promptly provide feedback which the Board and the Board is submitting this Charter amendment for approvalCompensation Policy Committee have used in orderevaluating executive compensation decisions each year. In addition, annual votes provide stockholders the opportunity to implement the prior stockholder proposal. Because a Charter amendment is required, the Board is not ablequickly react 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 amendment at the annual meeting.

Conclusion and Recommendation; Vote Required

The Board of Directors is submitting and recommending the Charter amendment set forth as Appendix A to the Company’s stockholders for approval. The approval of the Charter amendment requires the affirmative vote of at least two-thirds of all the votes entitled to be cast on the proposal.emerging trends in compensation.

For the reasons stated above, the Board of Directors unanimously recommends a vote for a frequency of “1 year” with respect to the following resolution:

“FOR” approvalRESOLVED, that the stockholders of the CharterCompany advise that amendment non-binding resolution with respect to provideexecutive compensation should be presented every one, two or three years as reflected by their votes for each of these alternatives in connection with this resolution.”

In voting on this resolution, you should mark your proxy for one, two or three years based on your preference as to the frequency with which an advisory vote on executive compensation should be held. Alternatively, you may abstain from voting.

Effect of Proposal

This advisory resolution, commonly referred to as a “say-when-on-pay” resolution, is non-binding on the Board of DirectorsDirectors. Stockholder approval of a specific frequency vote will not require the Company to implement an advisory vote on executive compensation every one, two or three years. The final decision on the frequency of the advisory vote on executive compensation remains with the Board and the Company’s stockholders withCompensation Policy Committee. Although non-binding, the concurrent power to amendBoard and the Bylaws.Compensation Policy Committee will carefully review and consider the outcome of the frequency vote when making future decisions regarding the frequency of executive compensation votes.

PROPOSALS REQUIRING YOUR VOTE    COMPENSATION DISCUSSION AND ANALYSIS

Proposal Five—Approval of a Charter Amendment to Reduce the Threshold Required for Stockholders to Call Special Meetings

Our Board of Directors has declared advisable 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).

The Nominating and Corporate Governance Committee and 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 enhancing stockholder rights and preventing a small minority of stockholders from calling a special meeting solely to pursue agendas that might not be in the best interests of the Company and its stockholders in general. In reaching this conclusion, the Board considered the views expressed on this matter by a number of the Company’s stockholders (including leading institutional investors) based on discussions with them. The Board also considered the practices and experiences of other leading companies, and notes that one recent study found that a 25% threshold is the most common threshold for Delaware incorporated S&P 500 companies while, as noted above, the Maryland statutory default threshold is also 25%. The Board does not believe a threshold lower than 25% is advisable because special meetings of stockholders should be extraordinary events that occur when strategic concerns require that the matters to be addressed not be delayed until the next annual meeting of the stockholders. Moreover, because special meetings are expensive for the Company and potentially disruptive to its normal business operations, the Board believes that a small minority of stockholders should not be permitted to call an unlimited number of special meetings for any reason. For these reasons, the Committee and the Board believe that the proposed Charter amendment provides stockholders with greater flexibility in calling a special meeting while adequately protecting stockholder interests.

Under the proposed Charter amendment the threshold required for stockholders to call a special meeting will be reduced from a majority to 25%. However, the exception provided for under Maryland law noted above will continue to apply for consideration of any matter which is substantially the same as a matter voted on at any meeting of the stockholders held during the preceding 12 months.

The Board has also approved, subject to approval of this Charter amendment by the stockholders, an amendment to Section 3(a) of Article II of the Bylaws consistent with the proposed Charter amendment. The Bylaw amendment does not require stockholder approval and will take effect subject to approval of the Charter amendment at the annual meeting.

Conclusion and Recommendation; Vote Required

The Board of Directors is submitting and recommending the Charter amendment set forth as Appendix B to the Company’s stockholders for approval. The approval 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 Charter amendment reducing the threshold required for stockholders to call a special meeting.

Proposal Six—Approval of the Amended and Restated Employee Stock Purchase Plan to Increase Shares Reserved for Issuance

Overview

We are requesting that our stockholders approve the amendment and restatement of our existing Employee Stock Purchase Plan (the “Purchase Plan”) to increase by 200,000 shares the number of shares of our common stock currently reserved for issuance under the Purchase Plan. No other changes to the Purchase Plan are being requested. In this proxy statement, we sometimes refer to the proposed amended and restated Employee Stock Purchase Plan as the “Restated Purchase Plan.”

On February 5, 2016, our Board of Directors approved the Restated Purchase Plan, subject to stockholder approval at the annual meeting. The Restated Purchase Plan will become effective on the day of the annual meeting, assuming approval of this proposal by our stockholders. Approval of the plan requires the affirmative vote of a majority of votes cast on the proposal at the annual meeting.

There are 612,896 shares of our common stock currently authorized for issuance under the existing Purchase Plan. The initial 600,000 authorized shares were proportionately adjusted by 12,896 shares to 612,896 in order to account for the Company’s 2009 stock dividend to all stockholders. The current shares have lasted since 1998 and no increases have been requested in that time. As of March 15, 2016, only 36,305 shares remained available for issuance under the existing Purchase Plan. If approved by the stockholders, the Restated Purchase Plan will provide for an increase of 200,000 shares over the remaining 36,305 shares.

In general, stockholder approval of the Restated Purchase Plan will implement the share reserve increase while (1) complying with the terms of the Purchase Plan regarding amendments and (2) meeting the stockholder approval requirements of the New York Stock Exchange. If this Proposal Six is approved, the Restated Purchase Plan will amend and restate the existing Purchase Plan; however, the share reserve increase is the only change that would be made.

If this Proposal Six is not approved, the Restated Purchase Plan will not become effective, the existing Purchase Plan will continue in full force and effect, and Company employees may continue to purchase our common stock under the existing Purchase Plan, subject to its terms, conditions and limitations, using the remaining shares that are available for issuance.

Why You Should Vote for the Restated Purchase Plan

We firmly believe that the Purchase Plan is a necessary and powerful incentive and retention tool that benefits our stockholders. Specifically, the Restated Purchase Plan will enable us to continue to: (1) provide eligible employees with a convenient means of acquiring an equity interest in the Company through payroll deductions (or elective contributions), (2) enhance our employees’ sense of participation in the performance of the Company and (3) provide an incentive for continued employment. The Restated Purchase Plan will also continue to align the interests of our employees with those of our stockholders through increased stock ownership.

We estimate that the 200,000 additional authorized shares being requested under the Restated Purchase Plan would provide enough shares to last through approximately December 31, 2021; however, we reserve the right to request additional shares for issuance under the Restated Purchase Plan prior to that date. The actual usage rate of the share reserve under the Restated Purchase Plan may differ from historical usage rates and will depend on various factors, including employee participation levels, changes in our stock price and hiring activity, which we cannot predict with any degree of certainty at this time. In the event that more shares are required for the Restated Purchase Plan in the future, the prior approval of our stockholders will be required.

In considering its recommendation to seek stockholder approval for the addition to the plan of 200,000 shares of our common stock, our Board of Directors considered the historical number of shares purchased under the plan in the past three years, which were 42,278, 31,944 and 33,603, in 2015, 2014 and 2013, respectively, and our current stock price. The Board also considered our expectation that the additional shares should last until approximately December 31, 2021.

PROPOSALS REQUIRING YOUR VOTE

Summary of the Restated Purchase Plan

The following is a summary of the Restated Purchase Plan. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Purchase Plan, a copy of which is attached asAppendix Cto this proxy statement.

General Nature and Purpose. The Restated Purchase Plan is intended to enable eligible employees of the Company, Host Hotels & Resorts, L.P. (our “operating partnership”) and participating subsidiaries to purchase shares of our common stock at a discounted price through payroll deductions (or elective contributions) and thus to benefit us by increasing such employees’ interest in our growth and success. Employees will make such purchases by participation in the quarterly purchase periods under the Restated Purchase Plan.

Administration. The Restated Purchase Plan will be administered by the Compensation Policy Committee. Subject to the provisions of the Restated Purchase Plan, the Committee will have the authority to interpret the terms of the Restated Purchase Plan and prescribe rules as to the administration of the plan.

Shares Subject to the Restated Purchase Plan. The Purchase Plan currently provides for the issuance of up to 612,896 shares of our common stock (of which 36,305 shares remained available for issuance as of March 15, 2016). If this Proposal Six is approved, the Restated Purchase Plan will provide for the issuance of up to 812,896 shares of our common stock.

Eligibility. Our employees will be eligible to participate in the Restated Purchase Plan if they are employed by us, our operating partnership or a participating subsidiary on the first day of a calendar quarter and are customarily employed for more than 20 hours per week and more than five months in any calendar year. However, an employee may not be granted rights to purchase our common stock under the Restated Purchase Plan if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common or other class of stock. With respect to participating subsidiaries, our Board of Directors must first approve participation in the Restated Purchase Plan by employees of each such subsidiary, and our Board of Directors may at any time, in its sole discretion, withdraw participation from the employees of a subsidiary. As of March 15, 2016, there were 242 employees eligible to participate in the Purchase Plan, of whom 101 were participating.

Grant of Rights. Eligible employees will be offered the opportunity to purchase our common stock under the Restated Purchase Plan during purchase periods. The purchase periods will occur each calendar quarter, or such other period as the Compensation Policy Committee may designate, not to exceed 27 months in length. The current purchase period under the existing Purchase Plan runs through the second quarter of 2016 and will end on June 30, 2016. The participant’s option to purchase our common stock will be automatically exercised on the last day of each purchase period for the maximum number of shares of our common stock which the accumulated funds in the participant’s account at that time will purchase at the applicable purchase price per share. Any funds remaining in the participant’s account that are insufficient to purchase a full share will be refunded to the participant. No eligible employee may purchase more than $25,000 worth of shares during any calendar year (based on the fair market value per share of our common stock on the first day of each purchase period in which the employee participates in the plan for that year). In addition, no eligible employee may assign his or her rights under the plan (including his or her rights in the option to purchase our common stock).

Purchase Price. The purchase price per share at which shares will be sold in an offering under the Restated Purchase Plan is the lesser of (1) 90% of the fair market value of a share of our common stock on the first day of the purchase period and (2) 90% of the fair market value of a share of our common stock on the last day of the purchase period. The fair market value per share of our common stock on a given date is generally the average of the high and low prices per share of our common stock on the New York Stock Exchange. On March 15, 2016, the average of the high and low prices per share of our common stock on the New York Stock Exchange was $16.55.

Payment of Purchase Price. The purchase price of the shares is generally accumulated by payroll deductions over the purchase period, or, alternatively, elective contributions by the participant on each pay day during the purchase period, in any multiple of 1% (up to a maximum of 10%) of his or her “base compensation” (as defined by the Compensation Policy Committee). These payroll deductions or contributions are credited to the participant’s account under the Restated Purchase Plan and are included with our general funds.

Withdrawal. Participants may voluntarily end their participation in the Restated Purchase Plan at any time and will be refunded any funds remaining in his or her account under the plan that have not yet been used to purchase shares of our common stock.

Termination of Employment. Termination of a participant’s employment for any reason, other than retirement or total or permanent disability in certain circumstances (as described below), cancels his or her participation in the Restated Purchase Plan immediately. In such event, the participant will be refunded any funds remaining in his or her account under the plan that have not yet been used to purchase shares of our common stock. If the employment of a participant is terminated by the participant’s retirement or total or permanent disability within one month before the end of a purchase period, the participant’s accrued payroll deductions in his or her account will be used to purchase shares under the Restated Purchase Plan at the end of the purchase period.

Share Proration. If the total number of shares of our common stock which could be purchased by payroll deductions exceeds the total number of shares available for issuance under the Restated Purchase Plan, the number of shares purchasable by participants will be reduced proportionately, and a participant will be refunded any funds remaining in his or her account that have not yet been used to purchase shares of our common stock.

Capital Changes. In the event that the Company declares a stock dividend or stock split or reclassifies its stock, the purchase price per share of our common stock under the Restated Purchase Plan and the number of shares of our common stock reserved for issuance under the plan will be adjusted proportionately.

Amendment and Termination of the Restated Purchase Plan. The Restated Purchase Plan may be amended at any time by our Board of Directors or the Compensation Policy Committee or terminated at any time by our Board. However, without approval of our stockholders, no amendment will be made (1) changing the number of shares of our common stock reserved for issuance under the Restated Purchase Plan (except for adjustments pursuant to capital changes, as described above), (2) decreasing the purchase price of our common stock issued under the Restated Purchase Plan below a price computed in accordance with the applicable provisions of the Restated Purchase Plan (except for adjustments pursuant to capital changes, as described above), (3) changing administration of the plan from the Company or changing the classification of employees eligible to participate in the Restated Purchase Plan or (4) as may be required by any applicable law, regulation or stock exchange rule.

U.S. Federal Income Tax Consequences

The following is a general summary under current law of the material U.S. federal income tax consequences to an employee who participates in the Restated Purchase Plan. This summary deals with the general U.S. federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of federal income taxation that may be relevant in light of a participant’s personal circumstances. This summarized tax information is not tax advice and a recipient of an option to purchase our common stock under the Restated Purchase Plan should rely on the advice of his or her legal and tax advisors.

The Restated Purchase Plan authorizes the grant of rights to purchase our common stock that do not qualify under Section 423 of the Internal Revenue Code of 1986, as amended. Accordingly, a participant in the Restated Purchase Plan will have compensation income equal to the value of our common stock on the day he or she purchased our common stock less the purchase price. When a participant sells our common stock he or she purchased under the Restated Purchase Plan, he or she also will have a capital gain or loss equal to the difference between the sales proceeds and the value of our common stock on the day he or she purchased it. This capital

PROPOSALS REQUIRING YOUR VOTE

gain or loss will be long-term if the participant held our common stock for more than one year and otherwise will be short-term. Any compensation income that a participant receives upon the purchase of shares of our common stock under the Restated Purchase Plan is subject to withholding for income, Medicare and social security taxes, as applicable. In addition, the compensation income is required to be reported as ordinary income to the participant on his or her annual Form W-2, and the participant is responsible for ensuring that this income is reported on his or her individual income tax return. We should be entitled to a deduction for amounts taxed as ordinary income to a participant to the extent of ordinary income recognized upon a purchase made under the Restated Purchase Plan.

New Plan Benefits

Because the number of shares that may be purchased under the Restated Purchase Plan will depend on each employee’s voluntary election to participate and on the fair market value of our common stock at various future dates, the actual number of shares that may be purchased by any individual cannot be determined in advance. No shares of our common stock have been issued with respect to the share reserve increase for which stockholder approval is sought under this Proposal Six.

Existing Plan Benefits

The following table sets forth the number of shares of our common stock that were purchased under the Purchase Plan through January, 2016 by the individuals and groups identified below.

Recommendation of the Board

For the reasons stated above, our Board of Directors unanimously recommends that you vote “FOR” the proposal to amend and restate the Purchase Plan to increase the number of shares reserved for issuance.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides you with information on the Company’s executive compensation programs and practices, and the decisions that the Compensation Policy Committee of the Board of Directors (the “Compensation Committee”) has made under the program. The CD&A focuses on our named executive officers for 2015,2016, who were:

Effective December 31, 2016, Mr. Walter stepped down from his positions as President and Chief Executive Officer and as a member of the Board of the Directors of the Company. The Board appointed Mr. Risoleo President and Chief Executive Officer and a member of the Board effective January 1, 2017. Mr. Walter remained with the Company until January 31, 2017 to assist with the management transition. As discussed below, he received severance in accordance with the Company’s Severance Plan for executives. As previously disclosed on the Form 8-K filed with the SEC on January 18, 2017, Mr. Abji will retire from his position as Executive Vice President, Asset Management effective April 30, 2017. Mr. Abji will continue to work for the Company through October 31, 2017.

20152016 Company Performance Highlights

2015 was another year of continued growthRevenues for the Company. RevenuesCompany increased for the sixthseventh year in a row despite the sale of 10 hotels in the year, and we returned substantial capital to our stockholders in the form of dividends and share repurchases. Our stockholders were rewarded as total stockholder return for the year was 29%. We also undertook a number of initiatives in 20152016 to capitalize on value enhancing opportunities and better position the Company for long-term, sustainable growth. Some of the highlights for 20152016 include:

For more complete information about our 20152016 performance, please review the Company’s Annual Report on Form 10-K included in our mailing to stockholders. Adjusted FFO per diluted share used by the Compensation Committee as a performance measure is also used by the Company as a non-GAAP supplemental measure of operating

COMPENSATION DISCUSSION AND ANALYSIS

performance in its earnings releases, financial presentations and SEC filings. For more information on this measure and a reconciliation to the comparable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Host Inc. Reconciliation of Net Income to NAREIT and Adjusted Funds From Operations per Diluted Share” on page 96.94.

Results of 20152016 Advisory Vote

Our Compensation Program

The Compensation Committee has approved the design and structure of our annual compensation programs, which provide for more flexibility in light of changing times and stockholder involvement. TheOur long-standing compensation philosophy, ofwhich has supported our compensation programs has remained constant forbusiness and talent needs over a decade:the past decade and the various economic cycles we have experienced is:

Elements of 2016 Program

There were no changes to the design or structure of the annual compensation program in 2015 from the previous two years.2016. It continues to havehas three key elements, base salary, annual cash incentive, and long-term incentives. Importantly, it also:

•   Recognizes the need for flexibility to modify our compensation levels and program design as appropriate in response to annual feedback from our stockholders. •   Seeks to maximize the alignment between stockholder results and our executive incentives.   •   Emphasizes variable pay tied to performance, with the majority of the opportunity based on long-term incentive compensation, not salary and annual bonuses, and includes:   •   An annual cash incentive award that is based on the achievement of financial measures and objective individual performance goals; and   •   A long-term incentive program that is 100% performance-based delivered through a mix of restricted stock and stock options where the restricted stock comprises 90% of the target opportunity, and stock options deliver 10% of the target opportunity. Multiple measures of corporate performance are incorporated in the long-term incentive program, including:   •   Corporate financial, operating and strategic objectives that are drivers of long term value;   •   Individual performance objectives approved by the Compensation Committee that are aligned with our annual operating and strategic objectives; and   •   Relative total stockholder return measures (“TSR”) that compare the Company over a three-year term to multiple indices reflecting the Company’s competitors for investment capital.

COMPENSATION DISCUSSION AND ANALYSIS

Best PracticesElements of 2017 Compensation Program

TheOver the course of 2016, we conducted an in-depth review of our executive compensation program, incorporateshow it compared with peers and best practices, and how it was supporting our best practices:talent needs. For 2017, we elected to retain our annual incentive program design and make changes to our long-term incentive program, which are described below.

2017 Long-Term Incentive Program

In addition to these structural changes to our long-term incentive program, we also enhanced our stock ownership guidelines by adding a mandatory retention ratio. Executives must hold 75% of their after-tax vested equity awards until their guideline is met. See “Additional Policies and Benefits—Stock Ownership and Retention Policy” in this CD&A.

Best Practices

Our compensation programs for 2016 and 2017 continue to incorporate our best practices:

Target Compensation

Total target direct compensation for 2015 is described below and consists of salary, annual cash incentives and restricted stock and option awards. It does not include other benefits.

2015 Target Direct Compensation

Determination of 2015 Target Compensation for 2016

Increases inThe Compensation Committee annually sets total target direct compensation for 2015, that is basesenior executives. This consists of salary, an annual cash incentives andincentive based on the “target” level of performance, an award of restricted stock valued based on the “target” level of performance and options, ranged from 1.02% - 1.45% for the named executive officers, with the exception of Mr. Risoleo who assumed increased responsibilities in April 2015 as discussed below.stock options. The Compensation Committee’s decisions on total target compensation for 2015 werethis are informed with the assistance of its independent consultant, Pay Governance. Pay Governance, at the direction of the Committee, had most recently conducted a comprehensive competitive review of the compensation provided to senior management for 2014 compensation based on data presented in 2013. While theThe Committee reviews compensation levels, trends and practices every year, it requestsand has historically requested that Pay Governance conduct a thorough review every two years asyears. This is because pay practices and market pay ranges generally do not change dramatically over a one year period. Further,period, and the Committee prefers to take a broad view of the compensation landscape. Based

By way of background, Pay Governance, at the direction of the Committee, last conducted a comprehensive competitive review of the compensation provided to senior management for 2014, which was based on its review which is described further below,2013 data. For 2015 compensation, the Committee determined that, as expected, there had not been much change in year over year compensation from 2014 to 2015, and the previously implemented increases that had been approved for 2014 generally aligned the Company’s compensation levels with the data that had been considered at that time. Accordingly, increases in 2015 total target compensation were modest.

AtFor 2016, the Committee requested that Pay Governance conduct a comprehensive review which would involve confirming the data sources and discussing program design elements and trends at the Committee’s meetings in July 2015 meeting, assessing pay data and evolving pay practices at the October 2015 itmeeting, and presenting recommendations for consideration and discussion in December 2015 with a final review and approval in February of 2016.

In July 2015, the Committee reviewed compensation design elements, trends and data sources for the compensation review. No changes in the design of the programdata sources were made. Asmade, which meant that, as in the past, data from three sources were usedapproved by the Committee to use to generally assess and compare pay levels at the Company. These were (1) proxy pay data reported in recent proxy filings for 21 peer companies, (2) general industry survey data of companies for non-real estate specific functions, size adjusted based on revenue size,revenues, and (3) NAREIT survey data focused on companies of similar size in terms of total capitalization. The companies included in the proxy peer group weredid not change from 2015. Those companies had been screened based on operating in the real estate and/or hospitality industry, comparable size to the Company, similar business operations as the Company and/or having a global portfolio, and which are a competitorcompetitors for talent and investment capital. Adjustments were made to the companies that had been in theThe proxy peer group in 2014. Brookfield Office Properties had been acquired and de-listed so it was removed. Hilton Worldwide Holdings, Inc., which became public in 2013, was added because it was comparable to the Company in size, scope, and industry.

As a result, the proxy peer group from which the data were aggregated consisted of:

The NAREIT survey data providedwould provide the Committee with industry specific references for a broad range of companies. It also reflectedwould reflect companies against which the Company competes directly for talent and investment capital. The general industry database presentedwould present information from a broader market than the real estate industry and is consistent with the Company’s inclusion in the S&P 500 Index. While

At the October 2015 meeting, there was no change in our philosophy or methodology, but the Committee, reviewed compensation information derived frombased on discussions with management and its consultant, determined that the generalplanned comprehensive market review in 2015 for 2016 should be postponed until 2016 given the Company and industry group and NAREIT samples,performance conditions, which were down for the year. In February 2016, Mr. Walter discussed with the Committee did not see the identity of any of the surveyed companies.proposed 2016

compensation for senior management. As in 2015, the recommendation for base salary was an increase of 3%, consistent with the increase for all employees at the Company. Mr. Walter recommended no increase in compensation for himself and Mr. Marriott. The Compensation Committee reviewed aggregated compensation data forconsidered management’s recommendations and approved modest increases in total target direct compensation.

The chart below shows the 25th, 50th, and 75th percentiles for the competitive market samples discussed above. The Compensation Committee does not target overall compensation to a certain percentile, or a range of percentiles, in any market sample. This is because market data have limitations, including not reflecting the experience of a person in a particular position, past performance, and elements of responsibility. The Committee, instead, used the collective data, in consultation with Pay Governance, to learn about the current levels oftotal target direct compensation in the market,for 2016 and considered other factors, such as the credentials, length of service, experience, scope of responsibility, prior performance of each individual and internal equity considerations among the senior management team. In considering salary increases, the Committee reviewed the individual executive’s role, contribution to the management team, experience, performance, and progression in each role as well as comparisons of compensation to the external market. The Compensation Committee also consulted Mr. Walter and the Executive Vice President of Human Resources and discussed its recommendations for senior management with them. Mr. Walter was not involved in any discussions or determinations of his compensation. The Committee reviewed its determinations for all executives and Mr. Walter with the independent directors of the Board in executive session. The Compensation Committee did not adoptprovides a specific formula in determining the mix of compensation but consistently emphasizes a program with a majoritycomparison of the total opportunity based on variable long-term incentives, and a majority of those incentives tied to stock performance over a multi-year period.2015. It does not include other benefits.

Based on its review, the Committee approved salary increases of 3% for the named executive officers effective January 1, 2015, consistent with the general salary increase that had been provided to all other employees of the Company. There were no increases in equity approved for the named executive officers at that time. In connection with the restructuring of the investment department in April 2015, the Committee reviewed Mr. Risoleo’s compensation. Based on a significantly increased role and responsibility, the Committee increased Mr. Risoleo’s target compensation effective April 15, 2015 by 28%. The increase was heavily weighted towards long-term, at risk compensation, as salary increased 5.7% while target equity compensation increased 52%.2016 Target Direct Compensation

20152016 Compensation Results

Realized Pay

The table below, which supplements the Summary Compensation Table that appears on page 48,44, shows the compensation that might be realized for 20152016 by each named executive officer.officer other than Mr. Walter, who stepped down from his positions as President and Chief Executive Officer, and as a member of the Board of Directors of the Company, as of December 31, 2016. Our compensation program allows the named executive officers to earn compensation (except salary) at “threshold”, “target” and “high” levels based on performance on:

In 2015Realized compensation in 2016 was below total target direct compensation (which excludes amounts indicated under the realized compensation declined significantly from 2014 primarilycolumn “All Other Compensation”) because we only exceededof the “threshold” level ofCompany’s performance on one of threethe relative TSR measures, which haswas below “threshold”. Relative TSR performance, which is measured over a three year period, represents 50% of the greatest impacttarget value of the restricted stock award to executives, and no restricted stock vested based on executive compensation. We achieved just above “target” levelperformance at that level. Senior management did benefit from the one-year increase in the Company’s stock price as the value of performance onoptions increased and the other metrics.value of restricted stock that did vest increased. The Compensation Committee believes that the program functioned as designed with pay tied to performance of the Company and aligned with stockholder interests. As we describe later in this CD&A, key performance results included:

COMPENSATION DISCUSSION AND ANALYSIS

20152016 Realized Pay Table⁽¹⁾

The difference between this supplemental table and the Summary Compensation Table is as follows:

For a detailed description of the grant date fair value of the stock awards and option awards, please see footnotes 2 and 3 to the Summary Compensation Table for 2015.Table. This table is not a substitute for the Summary Compensation Table and is intended to provide additional information that the Company believes is useful in facilitating an understanding of 20152016 realized compensation amounts to executive officers.

Mr. Robertson’sWalter’s Severance

On AprilDecember 14, 2015,2016 the Company announced that Mr. Walter would step down from his positions as President and Chief Executive Officer and a leadership restructuring in its investment team in whichmember of our Board effective December 31, 2016. Mr. Robertson would no longer serve as Executive Vice President, Chief Investment Officer effective April 15, 2015. Mr. Robertson left the service of the Company on May 1, 2015. Mr. RobertsonWalter was entitled to, and received, benefitsseverance under the Company’s Severance Plan upon executionwhen he left the employment of a release and one-year non-compete and non-solicitation agreement. These were (1)the Company on January 31, 2017. Under that plan, in exchange for a one time payment equal to his annual base salary of $489,250, (2) a one time payment equal to the average of his annual incentive bonus for the last two years, which was $599,900,year non-solicitation and (3) continuation of his medical and dental benefits for up to 18 months, which was $38,015. In addition, under the terms of his agreements for restricted stock and stock options, Mr. Robertson was entitled to vest in (1) 58,431 shares of common stock, which represents shares that would have vested at the “target” level of performance in 2015 and (2) 28,902 options, which were all the options granted on January 15, 2015 at an exercise price of $23.76.non-competition

agreement, Mr. Walter received a payment of $5,279,500, which was two times his annual base salary plus two times the average of the annual incentive bonus for the three years 2013-2015, and continued coverage of group medical, vision and dental benefits for 18 months, for which the Company will pay the premium costs of $38,417. Under the restricted stock agreement, Mr. Walter vested in 250,681 shares of common stock, which represented shares that would vest at the “target” level of performance for 2016 (50% of his annual award). Mr. Walter also will receive his distribution under the Executive Deferred Compensation Plan, in which he has fully vested, in accordance with the terms of that plan. Mr. Walter was not entitled to receive a separate annual cash bonus for performance year 2016 under the Company’s annual incentive plan, which requires employment on the date of payment, and did not receive any amounts other than those pre-determined under the terms of the Company’s Severance Plan and the terms of his restricted stock award.

Salary

Base salary is set at an annual rate, and, as discussed above, increases were 3% in 2015, which2016 other than for Mr. Walter. This was the same percentage increase budgetedin 2015 and the same percentage increase as for all employees in 2015. Mr. Risoleo received an additional increase of 5.7% in April 2015 in connection with assuming increased responsibilities. The Committee first established total target compensation, as discussed previously, and then determined an appropriate allocation of the total target compensation to salary based on various factors, including peer level salary data and internal equity considerations.other employees. Salary as a percentage of the named executive officers’ total target compensation ranged between 14% and 29% in 2015.2016.

Annual Cash Incentive

All employees participate in the annual cash incentive program. Any awards earned are based on (1) the Company’s performance against two annual financial metrics, Adjusted FFO per diluted share (“Adjusted FFO”), and Return on Invested Capital (“ROIC”, defined below), and (2) performance on individual objectives. Except for Mr. Risoleo, theThe annual cash incentive was weighted as follows for the named executive officers:

Mr. Risoleo’s weighting on the annual cash incentive for 2015 was 50% on individual and regional objectives, 35% on Adjusted FFO and 15% on ROIC.

The financial performance measures of Adjusted FFO and ROIC are key metrics for the Company and the most significant portion of executives’ annual cash bonus is tied to the Company’s financial performance for the year. FFO per diluted share is the predominant measure of operating performance used by real estate investment trusts and the Company uses the measure in accordance with National Association of Real Estate Investment Trusts guidelines, with certain adjustments, as a supplemental measure of operating performance in its earnings releases and financial presentations. ROIC provides an emphasis on investing capital effectively. In the cyclical real estate / hospitality market, this focus on using capital effectively enhances the opportunity for longer term stability and growth.

COMPENSATION DISCUSSION AND ANALYSIS

The individual performance goals create line of sight and motivate behaviors that support the Company’s annual business plan and long-term strategy. These goals represent the smallest component of the named executive officers’ annual incentive award opportunity, reflecting the Committee’s continued belief that the incentive emphasis for senior executives should be primarily on Company performance. These goals create line of sight and motivate behaviors that support the Company’s annual business plan and long-term strategy.

The target annual cash incentive represents 20%-25%-29% of the named executive officers’ total target compensation. The total amount that a named executive officer may earn depends on: (1) salary or eligible earnings, because the award is calculated and paid as a percentage of the annual salary or amount earned, (2) the level of performance achieved on Adjusted FFO and ROIC, and (3) the level of performance achieved on individual goals. Performance levels are set at “threshold”, “target” and “high” and results are interpolated between these levels. There is no bonus if performance is “below threshold”, and bonuses are capped at the “high” level. The chart below shows the target annual incentive award as a percentage of salary for each named executive officer, other than Mr. Walter, in 2015.2016. Mr. Walter was not entitled to receive a separate annual cash bonus for performance year 2016 under the Company’s annual incentive bonus plan, which requires employment on the date of payment.

Target Annual Incentive