---
schema_version: "secwatch.filing_event.v1"
accession: "0001616000-23-000051"
form_type: "8-K"
ticker: "XHR"
cik: "0001616000"
company_name: "Xenia Hotels & Resorts, Inc."
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:24:33.086535+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Xenia Hotels stockholders approve 2.75M share increase for 2015 Incentive Plan

## Summary
- Stockholders approved Fourth Amendment to 2015 Incentive Award Plan, increasing share limit from 9.0M to 11.75M shares.
- All eight director nominees elected; say-on-pay approved with 96.8% of votes cast in favor.
- Board determined to hold annual say-on-pay votes based on stockholder preference for one-year frequency.
- KPMG LLP ratified as independent auditor for fiscal 2023 with 99.1% votes in favor.

## SEC filing metadata
- accession: 0001616000-23-000051
- form_type: 8-K
- ticker: XHR
- cik: 0001616000
- company_name: Xenia Hotels & Resorts, Inc.
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/0001616000-23-000051-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/xhr-20230516.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001616000-23-000051
- JSON: https://secwatch.observer/filing/0001616000-23-000051.json
- Plain text: https://secwatch.observer/filing/0001616000-23-000051.txt

## Key facts
- Shareholder Votes
  Xenia Hotels & Resorts, Inc. shareholders approved Say-on-Pay Vote at the 2023-05-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/0001616000-23-000051-index.htm
- Shareholder Votes
  Xenia Hotels & Resorts, Inc. shareholders approved Election of Directors at the 2023-05-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: The Company’s stockholders elected each of the following directors to serve until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualify by the following votes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/0001616000-23-000051-index.htm
- Shareholder Votes
  Xenia Hotels & Resorts, Inc. shareholders approved Ratification of KPMG LLP as independent auditor for fiscal year 2023 at the 2023-05-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2023 by the following votes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/0001616000-23-000051-index.htm
- Shareholder Votes
  Xenia Hotels & Resorts, Inc. shareholders approved Frequency of future Say-on-Pay Votes at the 2023-05-16 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: The frequency of ONE YEAR for future Say-on-Pay Votes received the affirmative vote of the majority of votes cast by the Company's stockholders
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/0001616000-23-000051-index.htm
- Shareholder Votes
  Xenia Hotels & Resorts, Inc. shareholders approved Approval of Fourth Amendment to the 2015 Plan at the 2023-05-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: The Company's stockholders approved the Fourth Amendment to the Company's 2015 Plan by the following votes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616000/000161600023000051/0001616000-23-000051-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.