Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of the 2017 Stock Plan for Non-Employee Directors.

As described below in Item 5.07 of this Current Report on Form 8-K, on April 30, 2021, the stockholders of Park Hotels & Resorts Inc. (the "Company") approved the amendment and restatement of the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors (as amended, the "Director Stock Plan") at the Company's 2021 annual meeting of stockholders (the "Annual Meeting") that (among other things) increased the number of shares of the Company's common stock, par value $0.01 per share, that are available for issuance under the Director Stock Plan by 500,000 shares, from 450,000 to 950,000 shares. The material terms and conditions of the Director Stock Plan have been previously described under Proposal 2 of the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 18, 2021 (the "Proxy Statement"), and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

The foregoing summary is qualified in its entirety by reference to the full text of the Director Stock Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. A copy of the form of award agreement to be used for restricted stock awards under the Director Stock Plan is filed as Exhibit 10.2 to this Form 8-K.

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

The Annual Meeting was held on April 30, 2021. Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the Company's Proxy Statement.

Proposal 1. Election of Directors

The Company's stockholders elected the ten persons listed below to serve as directors until the 2022 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:





                               For        Against      Abstain    Broker Non-Votes

Thomas J. Baltimore, Jr. 158,867,001 29,636,161 2,662,163 16,377,551 Gordon M. Bethune 179,617,653 11,394,153 153,519 16,377,551 Patricia M. Bedient 183,334,504 7,690,599 140,222 16,377,551 Thomas D. Eckert

           190,259,684    757,979      147,662       16,377,551

Geoffrey M. Garrett 190,230,298 787,802 147,225 16,377,551 Christie B. Kelly 180,900,242 10,125,474 139,609 16,377,551 Sen. Joseph I. Lieberman 182,610,122 8,392,207 162,996 16,377,551 Thomas A. Natelli 183,344,988 7,672,563 147,774 16,377,551 Timothy J. Naughton 175,870,381 15,143,991 150,953 16,377,551 Stephen I. Sadove 131,778,186 59,238,656 148,483 16,377,551

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Proposal 2. Vote to Approve the Amendment and Restatement of 2017 Stock Plan for Non-Employee Directors

The Company's stockholders approved the amendment and restatement of the Company's 2017 Stock Plan for Non-Employee Directors based upon the following votes:





    For        Against     Abstain   Broker Non-Votes
169,384,814   21,607,619   172,892      16,377,551

Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers

The Company's stockholders did not approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers based upon the following votes:





   For         Against     Abstain   Broker Non-Votes
33,901,798   157,065,275   198,252      16,377,551

Proposal 4. Ratification of the Appointment of Ernst & Young LLP

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 based upon the following votes:





    For       Against   Abstain   Broker Non-Votes
206,840,197   215,966   486,713          -

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits:



Exhibit
  No.       Description

10.1          Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee
            Directors (as amended and restated as of April 30, 2021) (incorporated
            by reference to Exhibit 4.3 to the Company's Registration Statement on
            Form S-8, filed on April 30, 2021).

10.2*         Form of Restricted Stock Agreement issued pursuant to the Park
            Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors (as
            amended and restated as of April 30, 2021).

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




* Filed herewith

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