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

(b) On May 26, 2009, Ms. Judith A. McHale resigned, effective immediately, as a member of the Board of Directors of Host Hotels & Resorts, Inc. Ms. McHale has served on the Board of Directors since December 2002, and most recently has been a member of the Audit Committee and Compensation Policy Committee. Ms. McHale's departure was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Ms. McHale leaves the Board of Directors in order to serve as Under Secretary for Public Diplomacy and Public Affairs, Department of State and was sworn into this position on May 26, 2009.

---