Sunstone Hotel Investors (SHO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2026, to elect nine directors, ratify the appointment of Ernst & Young LLP as auditor, and hold an advisory say-on-pay vote for executive compensation.

• Shareholders of record as of March 4, 2026, are eligible to vote, with 189,140,775 shares outstanding.

• Voting can be done online, by phone, mail, or in person, with detailed instructions provided.

• The company emphasizes transparency, stockholder-friendly governance, and strong ethical standards.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of Ernst & Young LLP as auditor, and approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting by November 18, 2026.

Board of directors and corporate governance

• Board consists of nine directors, with an average tenure of 7.7 years and average age of 62.

• 33% of directors are women; 11% are ethnically diverse.

• All directors except the CEO are independent; all committees are composed solely of independent directors.

• Board refreshment is ongoing, with four new independent directors added in the last five years.

• Board leadership is independent from management, with an independent Chair.