Sunstone Hotel Investors (SHO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2025, at Andaz Miami Beach, with voting available online or in person.

• Shareholders are encouraged to review proxy materials and vote by April 30, 2025, or April 28, 2025, for plan shares.

Voting matters and shareholder proposals

• Election of eight director nominees to serve until the next Annual Meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Proposal to amend the 2022 Incentive Award Plan to increase authorized shares.

• Board recommends voting "For" all nominees and proposals.

Board of directors and corporate governance

• Eight nominees listed for election to the board, each recommended by the board.

• Directors to serve until the next Annual Meeting and until successors are elected and qualified.