Xenia Hotels & Resorts (XHR) Proxy Filing summary

Voting matters and shareholder proposals

• Election of eight directors is proposed, with all nominees recommended for approval by the board.

• Advisory vote on executive compensation is included, with board recommending approval.

• Proposal to amend the 2015 Incentive Award Plan to increase the number of shares issuable, recommended for approval.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2025 is up for vote, with board support.

• Other business may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• Eight director nominees are listed for election at the annual meeting.

Executive compensation and say-on-pay

• Advisory, non-binding vote on executive compensation for named executive officers is on the agenda.