Diamondrock Hospitality Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors nominated by the Board to serve until the next annual meeting and until their successors are duly elected and qualify.

2. 2

   Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (the "say-on-pay" vote). Management and the Compensation Committee present this proposal to confirm that the design and outcomes of their executive compensation framework — which includes base salary, annual cash incentives tied mainly to Hotel Adjusted EBITDA and Adjusted FFO per share, and long-term equity awards weighted toward relative TSR-based PSUs with absolute TSR modifiers — are aligned with long-term stockholder interests and effective at attracting and retaining leadership. The proxy explains that roughly 60% of CEO pay and about half of other NEO pay is long-term equity, and that PSUs are subject to relative TSR performance plus an absolute TSR adjustment to limit payouts when absolute returns are negative. The Board notes prior strong stockholder support (97% in 2025) and indicates it will consider the vote’s outcome in future compensation decisions, though the resolution is advisory and not binding. Key governance features cited by management include an independent compensation consultant, clawback policy, anti-hedging/pledging rules, stock ownership guidelines, and double-trigger change-in-control protections, which management points to as mitigating excessive risk and aligning management incentives with shareholders. The Board’s recommendation to vote FOR is grounded in its view that the program balances short- and long-term incentives, emphasizes performance (particularly TSR), and includes safeguards to discourage imprudent risk-taking. From an investor perspective, the proposal does not change pay by itself but serves as a signal about shareholder acceptance of the current program; given the Company’s compensation structure, continuing investor support would endorse the Board’s use of PSUs linked to relative TSR and the other described features. Because the vote is advisory, significant negative shareholder outcomes would likely prompt more substantive engagement and potential design changes by the Compensation Committee rather than immediate contractual changes.

3. 3

   Ratification of the Appointment of KPMG LLP as Independent Auditors

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Diamondrock Hospitality Co 2026 annual meeting?

Diamondrock Hospitality Co (DRH) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Diamondrock Hospitality Co 2026 meeting?

The record date for the Diamondrock Hospitality Co 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Diamondrock Hospitality Co's 2026 meeting?

The board is presenting 8 director nominees at the Diamondrock Hospitality Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Diamondrock Hospitality Co 2026 meeting?

Shareholders will vote on 3 proposals at the Diamondrock Hospitality Co 2026 meeting, each tagged with who proposed it and the board's recommendation.