🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Xenia Hotels & Resorts, Inc. (XHR). It's an official notice sent to shareholders before the company's 2026 Annual Meeting. It outlines what shareholders will vote on, provides details on board nominees, explains executive pay, and gives key company information. Think of it as the "agenda packet" for the shareholder meeting.

👉 Shareholders use this document to make informed voting decisions on key company matters.

🏢 What The Company Does

In simple terms, Xenia Hotels & Resorts is a real estate investment trust (REIT) that owns and operates luxury and upper-upscale hotels and resorts across the United States.

Business Model: They own the physical hotel properties (real estate) and generate revenue primarily from hotel operations. Think brands like Hyatt, Marriott, and Sheraton in major cities and resort destinations.
Industry: The lodging/hospitality and commercial real estate sectors. Performance is closely tied to travel demand, economic conditions, and tourism.
👉 Their success depends on filling rooms at high rates (occupancy & ADR) and efficiently managing their properties.

📅 The Annual Meeting

When: Thursday, May 14, 2026, at 8:00 a.m. local time.
Where: Grand Bohemian Hotel Orlando, 325 South Orange Avenue, Orlando, Florida, 32801.
Who Can Vote: Shareholders as of the close of business on March 23, 2026.
How to Vote: Via internet, phone, or mail (using the proxy card). Attending in person requires registration by May 8, 2026.
👉 Your vote matters, even if you can't attend.

🗳️ What Shareholders Are Voting On

There are three main proposals:

Proposal 1: Elect Eight Directors (Each nominated to serve until the 2027 meeting). The Board unanimously recommends FOR each nominee.
Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay"). The Board unanimously recommends FOR.
Proposal 3: Ratify KPMG LLP as the Independent Auditor for 2026. The Board unanimously recommends FOR.

👉 Director elections require a majority of votes cast (more "For" than "Against"). The other proposals also require a majority of votes cast. Abstentions & broker non-votes don't count as votes cast.

👥 Board of Directors & Governance

Nominees: All 8 current directors are standing for re-election:
- Marcel Verbaas (Age 56) - Chair & CEO (11 years on board)
- Dennis D. Oklak (Age 72) - Lead Independent Director (11 years)
- Keith E. Bass (Age 61) - Independent (11 years)
- Thomas M. Gartland (Age 68) - Independent (11 years)
- Beverly K. Goulet (Age 71) - Independent (11 years)
- Arlene Isaacs-Lowe (Age 66) - Independent (4 years)
- Mary E. McCormick (Age 68) - Independent (11 years)
- Terrence Moorehead (Age 63) - Independent (5 years)
Independence: 7 out of 8 directors (87.5%) are independent under NYSE rules.
Committees: Board has Audit, Compensation, Nominating & Corporate Governance, and Executive committees. All key committees are composed solely of independent directors.
Leadership Structure: Combined Chair & CEO (Verbaas) with a strong, independent Lead Director (Oklak). The Board reviews this annually and believes it's effective.
Governance Highlights: Majority voting for directors, proxy access, stockholder right to amend bylaws, anti-hedging/pledging policies, robust clawback policy, annual election of all directors, no poison pill, and opted out of Maryland's anti-takeover laws (MUTA).
Meetings: Board met 6 times in 2025. All directors attended at least 75% of meetings they were eligible for.
👉 The board is experienced, mostly independent, and governed by strong shareholder-friendly policies.

💰 2025 Performance & Financial Highlights

Operational Growth:
- Occupancy: 68.5% (up from 67.4% in 2024)
- Average Daily Rate (ADR): $263.79 (up 3.2%)
- Revenue per Available Room (RevPAR): $180.65 (up 4.8%)
- Total RevPAR: $326.61 (up 8.9%)
- Hotel Operating Income: $329.9 million (up 6.9% from $308.6M)
Capital Moves:
- Acquired land under Hyatt Regency Santa Clara for $25.0M.
- Sold Fairmont Dallas for $111.0M, realizing a $40.0M gain.
- Borrowed $100M on a delayed draw term loan, used partly to repay revolver debt.
- Repaid $51.8M mortgage on Grand Bohemian Orlando (Feb 2026). No debt maturities until May 2027.
Shareholder Returns: Returned $175 million via share repurchases and dividends.
Liquidity (Dec 31, 2025): $140M cash + $500M full revolver availability = ~$640M total liquidity. Also held $83M restricted cash for property improvements.
Portfolio Investment: $86.6M spent on property improvements in 2025.
Debt: Weighted average maturity of 3.2 years (as of Dec 31, 2025).
👉 Strong operational growth in 2025, active capital management (buying/selling assets, managing debt), significant liquidity, and returning cash to shareholders.

💼 Executive Compensation

Philosophy: Pay for performance, align with shareholders, balance short/long-term incentives.
Key Features:
- Significant portion of pay is "at-risk" (bonuses & equity).
- Performance-based equity awards tied to Absolute and Relative Total Stockholder Return (TSR). Awards require hitting a minimum TSR threshold.
- "Double trigger" for change-in-control payments (change of control + job loss).
- No tax gross-ups.
- Robust clawback policy.
"Say-on-Pay" Approval: Consistently strong (96% avg. approval historically, >95% in 2024).
2025 Performance: Tied to the strong operational results (RevPAR growth, occupancy increase, successful capital recycling).
👉 Compensation is heavily tied to company performance and stock returns, which shareholders have consistently approved.

🔮 What's Next

Focus Areas: Continue maximizing hotel revenue growth, controlling expenses, returning value to shareholders (dividends/buybacks), investing in portfolio improvements, and maintaining balance sheet flexibility.
Meeting Outcome: Shareholder votes on the three proposals will determine director composition, endorsement of pay practices, and auditor ratification.
Strategic Direction: The Board regularly engages with management on strategy. The company remains focused on navigating the hospitality market and executing its plan.
👉 Execution on strategy, capital allocation, and maintaining strong operations are key priorities post-meeting.

⚖️ Big Picture

Strengths (👍):
- Experienced, independent board with diverse skills (real estate, finance, hospitality, governance).
- Strong corporate governance practices (proxy access, majority voting, no poison pill).
- Consistent shareholder engagement (50%+ of institutional investors contacted).
- Solid operational performance in 2025 (occupancy, ADR, RevPAR, Total RevPAR growth).
- Proactive capital management (dispositions, acquisitions, debt management).
- Strong liquidity position ($640M) and no debt maturities until May 2027.
- Executive compensation tightly aligned with performance and shareholder interests.
Risks (⚠️):
- Economic Sensitivity: Highly exposed to economic downturns impacting travel & tourism.
- Competition: Operates in a competitive lodging market.
- Capital Needs: Requires ongoing capital expenditure for property maintenance/renovations ($86.6M in 2025).
- Interest Rate Risk: Debt levels and future borrowing costs are affected by interest rates.
- Operational Risks: Dependence on hotel management, brand relationships, and local market conditions at each property.
👉 The company has strong governance and performed well recently, but its fortunes are tightly linked to the health of the travel and real estate markets.

🧠 The Analogy

Owning shares in Xenia is like being a silent partner in a collection of high-end hotels. This proxy statement is your annual report card and voting guide. It shows how the managing partners (Board & Executives) ran the hotels last year (strong occupancy, room rates up, smart buying/selling of properties), how they pay themselves (closely tied to how well the hotels do for you), and asks you to vote on who should keep managing the hotels and checking the books.

📇 Key Contacts & People

Corporate Secretary: Taylor C. Kessel
Principal Executive Offices: 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801
Phone: 407-246-8100
Investor Relations Website: investors.xeniareit.com
Proxy Solicitor: Georgeson Inc. ($8,500 base fee + expenses)
Independent Auditor: KPMG LLP (for fiscal year 2026)
Transfer Agent: Computershare, Inc.
Inspector of Elections: Broadridge Financial Solutions, Inc.

🧩 Final Takeaway

Shareholders are being asked to re-elect an experienced board, approve an executive pay plan proven to align with performance (96% historical approval), and ratify the auditor. Xenia delivered solid operational growth and strategic capital moves in 2025, maintaining strong liquidity. The key is continued execution in the dynamic hospitality market.

Xenia Hotels & Resorts, Inc. — DEF 14A Filing