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XHR · Current Report (Form 8-K) · Filed May 14, 2026

Xenia Hotels & Resorts Inc — Current Report (Form 8-K)

Form
8-K
Filed
May 14, 2026
Period
May 14, 2026
Ticker
XHR
Accession
0001628280-26-035130
Boardroom Alpha · Filing insights

Stockholders elected directors to 2027; approved Say-on-Pay and ratified KPMG for 2026.

About Xenia Hotels & Resorts Inc
Market cap
$1.6B
1Y TSR
+42.4%
3Y TSR
+15.1%
Board grade
C+
Sector
Real Estate
CEO
Marcel Verbaas
Last annual meeting: May 14, 2026 · View full Xenia Hotels & Resorts Inc profile →
xhr-20260514

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 14, 2026

Xenia Hotels & Resorts, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland001-3659420-0141677
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
 
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801

(Address of Principal Executive Offices)

(407) 246-8100
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common StockXHRNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item     5.07.    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 14, 2026. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.

1.     The Company’s stockholders elected each of the following directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify by the following votes:
NOMINEEFORAGAINSTABSTENTIONSBROKER NON-VOTES
Marcel Verbaas77,526,3311,670,45357,0153,965,217
Keith E. Bass77,403,8941,788,46761,4383,965,217
Thomas M. Gartland77,654,1421,538,60061,0573,965,217
Beverly K. Goulet78,456,402740,21057,1873,965,217
Arlene Isaacs-Lowe78,665,730516,69771,3723,965,217
Mary E. McCormick78,192,5621,004,45556,7823,965,217
Terrence Moorehead78,941,470249,47362,8563,965,217
Dennis D. Oklak77,199,6391,991,32062,8403,965,217

2.     The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the “Say-on-Pay Vote”) by the following votes:
FORAGAINSTABSTAINBROKER NON-VOTES
76,414,4682,523,925195,3343,965,217

3.     The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026 by the following votes:
FORAGAINSTABSTAINBROKER NON-VOTES
82,768,998287,72643,718

Item    9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Xenia Hotels & Resorts, Inc.
Date: May 14, 2026By:/s/ Taylor C. Kessel
Name:Taylor C. Kessel
Title:Executive Vice President, Chief Legal Officer and Secretary


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Reference

Frequently asked questions

When did Xenia Hotels & Resorts Inc file this 8-K?
Xenia Hotels & Resorts Inc (XHR) filed this Current Report (Form 8-K) with the SEC on May 14, 2026. The accession number assigned by EDGAR is 0001628280-26-035130.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Stockholders elected directors to 2027; approved Say-on-Pay and ratified KPMG for 2026. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Xenia Hotels & Resorts Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Xenia Hotels & Resorts Inc has filed under CIK 1616000, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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