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PK Park Hotels & Resorts

Filed: 4 May 21, 4:41pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2021

 

 

Park Hotels & Resorts Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware 001-37795 36-2058176
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

 

1775 Tysons Blvd., 7th Floor, Tysons, VA 22102
(Address of Principal Executive Offices) (Zip Code)

(571) 302-5757

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common Stock, $0.01 par value per share PK New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of the 2017 Stock Plan for Non-Employee Directors.

As described below in Item 5.07 of this Current Report on Form 8-K, on April 30, 2021, the stockholders of Park Hotels & Resorts Inc. (the “Company”) approved the amendment and restatement of the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors (as amended, the “Director Stock Plan”) at the Company’s 2021 annual meeting of stockholders (the “Annual Meeting”) that (among other things) increased the number of shares of the Company’s common stock, par value $0.01 per share, that are available for issuance under the Director Stock Plan by 500,000 shares, from 450,000 to 950,000 shares. The material terms and conditions of the Director Stock Plan have been previously described under Proposal 2 of the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 18, 2021 (the “Proxy Statement”), and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

The foregoing summary is qualified in its entirety by reference to the full text of the Director Stock Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. A copy of the form of award agreement to be used for restricted stock awards under the Director Stock Plan is filed as Exhibit 10.2 to this Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on April 30, 2021. Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the Company’s Proxy Statement.

Proposal 1. Election of Directors

The Company’s stockholders elected the ten persons listed below to serve as directors until the 2022 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:

 

   For  Against  Abstain  Broker Non-Votes

Thomas J. Baltimore, Jr.

  158,867,001  29,636,161  2,662,163  16,377,551

Gordon M. Bethune

  179,617,653  11,394,153  153,519  16,377,551

Patricia M. Bedient

  183,334,504  7,690,599  140,222  16,377,551

Thomas D. Eckert

  190,259,684  757,979  147,662  16,377,551

Geoffrey M. Garrett

  190,230,298  787,802  147,225  16,377,551

Christie B. Kelly

  180,900,242  10,125,474  139,609  16,377,551

Sen. Joseph I. Lieberman

  182,610,122  8,392,207  162,996  16,377,551

Thomas A. Natelli

  183,344,988  7,672,563  147,774  16,377,551

Timothy J. Naughton

  175,870,381  15,143,991  150,953  16,377,551

Stephen I. Sadove

  131,778,186  59,238,656  148,483  16,377,551


Proposal 2. Vote to Approve the Amendment and Restatement of 2017 Stock Plan for Non-Employee Directors

The Company’s stockholders approved the amendment and restatement of the Company’s 2017 Stock Plan for Non-Employee Directors based upon the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

169,384,814

  21,607,619  172,892  16,377,551

Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers

The Company’s stockholders did not approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers based upon the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

33,901,798

  157,065,275  198,252  16,377,551

Proposal 4. Ratification of the Appointment of Ernst & Young LLP

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 based upon the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

206,840,197

  215,966  486,713  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.
  

Description

10.1  Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors (as amended and restated as of April 30, 2021) (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed on April 30, 2021).
10.2*  Form of Restricted Stock Agreement issued pursuant to the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors (as amended and restated as of April 30, 2021).
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Park Hotels & Resorts Inc.
Date: May 4, 2021  By: 

/s/ Sean M. Dell’Orto

   Sean M. Dell’Orto
   Executive Vice President and Chief Financial Officer