HOST HOTELS & RESORTS, INC. — Proxy Solicitation & Information Statement 2021

Apr 7, 2021

DEFA14A 1 d92955ddefa14a.htm DEFA14A DEFA14A

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 ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

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):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which the transaction applies:
	(2)	Aggregate number of securities to which the transaction applies:
	(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of the transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Online

Go to www.investorvote.com/HST

or scan the QR code — login details are located in the shaded bar below.

2021 Stockholders Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the

Host Hotels & Resorts, Inc. Annual Stockholders Meeting to be Held on May 20, 2021

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and the website for the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:

www.investorvote.com/HST

●
Step 1:	Go to www.investorvote.com/HST.
Step 2:	Click on the icon on the right to view meeting materials.
Step 3:	Return to the investorvote.com window and follow the instructions on the screen to log in.
Step 4:	Make your selections as instructed on each screen for your delivery preferences.
Step 5:	Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials - If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 7, 2021 to facilitate timely delivery.

2021 Stockholders Meeting Notice

The 2021 Annual Meeting of Stockholders of Host Hotels & Resorts, Inc. will be held on Thursday, May 20, 2021 at 11:00 a.m. Eastern Time, virtually via the internet at www.meetingcenter.io/214539166. The password is: HST2021.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4:

1. Election of Directors:

01 - Mary L. Baglivo

02 - Richard E. Marriott

03 - Sandeep L. Mathrani

04 - John B. Morse, Jr.

05 - Mary Hogan Preusse

06 - Walter C. Rakowich

07 - James F. Risoleo

08 - Gordon H. Smith

09 - A. William Stein

1. Ratify appointment of KPMG LLP as independent registered public accountants for 2021.

2. Advisory resolution to approve executive compensation.

3. Approval of the 2021 Employee Stock Purchase Plan.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card.

It is important that your shares be represented at this meeting, whether or not you attend the meeting in person. To make sure your shares are represented, we urge you to submit your proxy instructions via the Internet. If you plan on attending the Annual Meeting online, please mark the appropriate box when voting via the Internet.

Receive Future Proxy Materials Electronically

Help us make a difference by eliminating paper proxy mailings to your home or business. With your consent, we will send future proxy voting materials to you by email. To register for electronic delivery of future proxy materials, go to www.computershare.com/investor and sign up for electronic delivery.

●
Current and future delivery requests can be submitted using the
options below.
If you request an email copy, you will receive an email with a link to
the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse
side when requesting a copy of the proxy materials.
—   Internet - Go to www.investorvote.com/HST.
—   Phone - Call us free of charge at 1-866-641-4276.
—   Email - Send an email to investorvote@computershare.com with
“Proxy Materials Host Hotels and Resorts, Inc.” in the subject line.
Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you
want a paper copy of the meeting materials.
To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 7,

1. |