Xenia Hotels & Resorts (XHR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, with proposals including director elections, a say-on-pay vote, an amendment to the 2015 Incentive Award Plan, and ratification of KPMG LLP as auditor for 2025.

• The company reported a 1.7% increase in RevPAR, a 2.3% increase in occupancy, and a 1.8% decrease in ADR for 2024.

• Major capital projects included the sale of Lorien Hotel & Spa, a new $825M credit facility, a $400M senior note issuance, and significant renovations, especially at Grand Hyatt Scottsdale Resort.

• Over $64M was returned to shareholders via dividends and share repurchases in 2024.

• As of year-end, liquidity stood at $568M, with no debt maturities until March 2026.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, approving executive compensation (say-on-pay), amending the 2015 Incentive Award Plan to add 2,250,000 shares, and ratifying KPMG LLP as auditor.

• The board recommends voting FOR all proposals.

• Proxy access and majority voting standards are in place, and shareholders can amend bylaws.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent, with diverse backgrounds in real estate, finance, governance, and sustainability.

• Annual board and committee self-evaluations, executive sessions, and robust succession planning are conducted.

• Stock ownership guidelines, anti-hedging/pledging, and a clawback policy are enforced.

• The board regularly engages with investors, reaching out to holders of over 56% of shares in 2024.