Xenia Hotels & Resorts (XHR) Proxy Filing summary

Voting matters and shareholder proposals

• ISS recommended a “FOR” vote on Say-on-Pay and aligned with all Board recommendations except Proposal 3, which concerns amending the 2015 Incentive Award Plan.

• Board urges a “FOR” vote on Proposal 3, which seeks to increase shares available under the 2015 Plan by 2,250,000, about 2.10% of total outstanding shares and LTIP Units.

• If Proposal 3 is not approved, equity awards may be exhausted, limiting incentive compensation to cash, which is less aligned with shareholder interests.

Executive compensation and say-on-pay

• Compensation program links pay to long-term performance, with a majority of NEO compensation in equity, 75% of which is performance-based.

• Company has received at least 97% support for Say-on-Pay proposals over the past three years and consistent “For” recommendations from leading proxy advisors.

• Performance-based equity awards require at least a 6% annualized total shareholder return to vest.

• All equity awards have multi-year vesting to ensure retention and performance alignment; robust stock ownership guidelines apply.

Board of directors and corporate governance

• Board unanimously recommends approval of Proposal 3 and highlights responsible grant practices.