Park Hotels & Resorts (PK) Proxy Filing summary

Executive summary

• Achieved strong 2024 results, exceeding expectations despite renovation disruptions and labor strikes, with a focus on operational excellence and prudent capital allocation.

• Disposed of three non-core assets for $200 million, bringing total dispositions since 2017 to 45 hotels for over $3 billion.

• Invested nearly $230 million in capital improvements and completed a $220 million renovation at Bonnet Creek, resulting in a 17% RevPAR increase.

• Returned over $400 million to stockholders through repurchases and dividends, and authorized a new $300 million repurchase program.

• Maintained approximately $1.4 billion in liquidity at year-end, supporting ongoing strategic initiatives.

Voting matters and shareholder proposals

• Election of nine directors, all current members, with majority voting standard and director resignation policy.

• Approval of amendment and restatement of the 2017 Stock Plan for Non-Employee Directors, increasing share pool and extending plan term by ten years.

• Advisory (non-binding) vote on executive compensation (say-on-pay), with strong historical support (94% in 2024).

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

Board of directors and corporate governance

• Board comprises nine directors, 89% independent, with diverse skills and 44% gender/ethnic diversity.

• All board committees are 100% independent; annual board and committee evaluations conducted.

• Lead Independent Director role with expansive duties; robust stockholder engagement and proxy access rights.

• No poison pill, one class of common stock, and opted out of Delaware anti-takeover protections.