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

On May 25, 2021, the Board of Directors (the "Board") of Xenia Hotels & Resorts, Inc. (the "Company") appointed Mr. Terrence Moorehead to the Board, effective May 25, 2021. Mr. Moorehead was also appointed as a member of the Audit Committee effective May 25, 2021.

Mr. Moorehead currently serves as President, Chief Executive Officer, and a director on the board of Nature's Sunshine Products, Inc. (NASDAQ: NATR)("Nature's Sunshine"), a leading natural health and wellness company. Prior to joining Nature's Sunshine in 2018, Mr. Moorehead was Chief Executive Officer at Carlisle Etcetera LLC from 2015 through 2018 and at Dana Beauty, Inc. from 2013 to 2015. From 1991 to 2013 he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, North America, President and Chairman of Avon Japan, President of Avon Canada, and General Manager of Avon Italy. Mr. Moorehead received his Master of Business Administration from Columbia University and a Bachelor of Arts in Economics from Boston College.

Effective on May 25, 2021, Mr. Moorehead will become eligible to receive the standard compensation provided by the Company to its other non-employee directors. Additionally, in connection with Mr. Moorehead's appointment to the Board, the Company and Mr. Moorehead will enter into an indemnification agreement in substantially the same form as the agreements the Company has entered into with each of the members of the existing Board. Mr. Moorehead is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a member of the Board, nor is he a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

Item 7.01. Regulation FD Disclosure.

On May 26, 2021, the Company announced that Mr. Moorehead had been appointed to the Company's Board of Directors, effective May 25, 2021. A copy of that press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated by reference herein. The press release has also been posted in the investor relations/press releases section of the Company's website at www.investors.xeniareit.com.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.
Exhibit No.             Description

      99.1              Press Release of Xenia Hotels & Resorts, Inc., dated as of May 26, 2021
       104              Cover Page Interactive Data File (embedded within the Inline XBRL document)

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