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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 13, 2025

Xenia Hotels & Resorts, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 001-36594 20-0141677
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
 
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801
(Address of Principal Executive Offices)

(407) 246-8100
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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 XHR 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.

The Board of Directors of Xenia Hotels & Resorts, Inc. ("Xenia" or the "Company"), previously adopted, subject to stockholder approval, the fifth amendment (the "Fifth Amendment") to the Xenia, XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (the "2015 Plan"), which was approved by Xenia's stockholders on May 13, 2025 at the 2025 Annual Meeting of the Stockholders of the Company (the "Annual Meeting"). The Fifth Amendment increased the aggregate number of shares of common stock that may be issued pursuant to awards under the 2015 Plan by 2,250,000 shares, thereby increasing the share limit to 14,000,000 shares.
The foregoing description of the Fifth Amendment to the 2015 Plan is qualified in its entirety by reference to the text of such amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

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

The Annual Meeting of the Company was held on May 13, 2025. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.

1.     The Company’s stockholders elected each of the following directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify by the following votes:
NOMINEE FOR AGAINST ABSTENTIONS BROKER NON-VOTES
Marcel Verbaas 80,811,598 2,408,754 49,598 5,392,616
Keith E. Bass 82,003,803 1,212,130 54,017 5,392,616
Thomas M. Gartland 80,527,669 2,688,406 53,875 5,392,616
Beverly K. Goulet 82,707,234 512,445 50,271 5,392,616
Arlene Isaacs-Lowe 82,660,420 536,431 73,099 5,392,616
Mary E. McCormick 82,385,896 833,844 50,210 5,392,616
Terrence Moorehead 82,445,148 770,203 54,599 5,392,616
Dennis D. Oklak 82,565,591 647,305 57,054 5,392,616

2.     The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the “Say-on-Pay Vote”) by the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
79,012,263 4,057,970 199,717 5,392,616

3.     The Company's stockholders approved the Fifth Amendment to the Company's 2015 Plan by the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
61,379,835 21,710,513 179,602 5,392,616

4.     The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2025 by the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
87,454,688 1,142,802 65,076 —
Item    9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No. Description
Fifth Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Xenia Hotels & Resorts, Inc.
Date: May 14, 2025 By: /s/ Taylor C. Kessel
Name: Taylor C. Kessel
Title: Senior Vice President , General Counsel and Secretary

3
EX-10.1 2 exhibit101_fifthamendmentt.htm EX-10.1 Document

FIFTH AMENDMENT TO
XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC. AND XHR LP
2015 INCENTIVE AWARD PLAN

THIS FIFTH AMENDMENT TO XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC. AND XHR LP 2015 INCENTIVE AWARD PLAN (this “Fifth Amendment”), is made and adopted by the Board of Directors (the “Board”) of Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), on March 27, 2025, effective as of the date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), provided that it is approved by the Company’s stockholders on that date (the “Fifth Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 12.1(a) of the Plan, the Plan may be wholly or partially amended at any time or from time to time by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of the date of the 2025 Annual Meeting, provided that it is approved by the Company’s stockholders on that date.

AMENDMENT

1.Section 3.1 (a). Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:

(a) Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 14,000,000 Shares (the “Share Limit”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 14,000,000 Shares. Each LTIP Unit issued pursuant to an Award shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance under the Plan as set forth in this Section 3.1(a) and for purposes of calculating the Individual Award Limits set forth in Section 3.3 hereof.

2. This Fifth Amendment shall be and, as of the Fifth Amendment Date, is hereby incorporated in and forms a part of the Plan.

3. Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

[Signature Page Follows]



I hereby certify that the foregoing Fifth Amendment was duly adopted by the Board of Directors of Xenia Hotels & Resorts, Inc. on March 27, 2025, and approved by the stockholders of Xenia Hotels & Resorts, Inc. on May 13, 2025.


Executed on this 13th day of May, 2025.

/s/ Taylor C. Kessel
Taylor C. Kessel
Senior Vice President and General Counsel