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

Host Hotels & Resorts, Inc. (the "Company") held its annual meeting of stockholders on May 20, 2021. Stockholders were asked to vote on four proposals: the election of directors, the ratification of the appointment of KPMG LLP as Host's independent registered public accountants for 2021, an advisory vote to approve executive compensation, and the approval of the Company's and Host Hotels & Resorts, L.P's 2021 Employee Stock Purchase Plan. Final voting results are set forth below.

Proposal 1 - Election of Directors

Final votes regarding the election of nine directors for terms expiring at the 2022 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one-year term.






                       FOR       AGAINST   ABSTENTIONS BROKER NON-VOTES

Mary L. Baglivo 594,958,156 18,441,316 211,980 24,843,124 Richard E. Marriott 589,100,983 24,293,465 217,004 24,843,124 Sandeep L. Mathrani 604,128,274 9,258,852 224,326 24,843,124 John B. Morse, Jr. 580,668,278 32,704,250 238,924 24,843,124 Mary Hogan Preusse 566,216,831 47,184,302 210,319 24,843,124 Walter C. Rakowich 587,577,136 25,809,619 224,697 24,843,124 James F. Risoleo 604,789,156 8,596,583 225,713 24,843,124 Gordon H. Smith 569,946,255 42,054,136 1,611,061 24,843,124 A. William Stein 604,019,475 9,368,965 223,012 24,843,124

Proposal 2 - Ratification of Appointment of Independent Registered Public Accountants

Final votes on the ratification of the appointment of KPMG LLP as independent registered public accountants of the Company to serve for 2021 are set forth below. Accordingly, the appointment of KPMG LLP was ratified.

FOR AGAINST ABSTENTIONS BROKER NON-VOTES 633,615,883 4,591,328 247,365

           0

Proposal 3 - Advisory Vote on Executive Compensation

The final, non-binding, advisory votes to approve the compensation of the Company's named executive officers are set forth below. Accordingly, the proposal was approved by approximately 92% of the votes cast.

FOR AGAINST ABSTENTIONS BROKER NON-VOTES 562,949,381 50,320,048 342,023 24,843,124

Proposal 4 - Approval of the 2021 Employee Stock Purchase Plan

Final votes on the proposal to approve the 2021 Employee Stock Purchase Plan are set forth below. Accordingly, the plan was approved.






   FOR      AGAINST  ABSTENTIONS  BROKER NON-VOTES
612,723,458 666,507    221,487       24,843,124

Item 9.01Financial Statements and Exhibits





(d) Exhibits.




Exhibit
  No.     Description

104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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