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HST > SEC Filings for HST > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for HOST HOTELS & RESORTS, INC.

Form 8-K for HOST HOTELS & RESORTS, INC.


27-Mar-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fina


ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors (the "Board") of Host Hotels & Resorts, Inc., a Maryland corporation (the "Company"), has resolved to opt out of Section 3-803 of the Maryland General Corporation Law, which permits the board of directors of a Maryland corporation to divide its directors into classes, and further the Board has resolved that it will not repeal this prohibition unless the repeal is approved by the stockholders of the Company by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors. The resolution adopted by the Board is set forth below and the Company has filed the Articles Supplementary, attached hereto as Exhibit 3.3, to the charter of the Company with the State Department of Assessments and Taxation of Maryland.

"Resolved, that, pursuant to Section 3-802(c) of the Maryland General Corporation Law (the "MGCL"), the Company is hereby prohibited from electing to be subject to the provisions of Section 3-803 of the MGCL, and further provided that the foregoing prohibition may not be repealed unless the repeal of such prohibition is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors."

The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which is attached as Exhibit 3.3 to this Form 8-K and is incorporated by reference into this Item 5.03.




ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO.                             DESCRIPTION OF EXHIBIT

    3.3             Articles Supplementary filed with the State Department of
                    Assessments and Taxation of Maryland on March 27, 2014


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