AGM 2021

May 20, 2021

Hello and welcome to the Annual Meeting of Stockholders of Hotels and Resorts. Please note that today's meeting is being recorded. Stockholders who have registered for today's meeting may submit a question or comment at any time by clicking on the message icon. Please note that your registered name will be announced with your question. Out of consideration for others, please limit yourself to one question or comment. Guests are in listen only mode and will not be able to submit questions. It is now my pleasure to turn today's meeting over to Richard Marriott, Chairman of the Board of Host Hotels and Resorts. Mr. Marriott, the floor is yours. Well, thank you. Good morning, everyone. It's interesting to note that today, May 20, marks the ninety fourth anniversary of the day my dad opened a little nine seat root beer stand on Sixteenth Street in Washington, DC. That generated Marriott International Hotel Group and host hotels and resorts. So I'm Dick Marriott and I'll be presiding over this meeting. We are hosting today's meeting through a virtual online platform as we did last year. Like many other companies, we are conducting a virtual meeting to support the health and well-being of our stockholders, our employees, and our communities as we continue to deal with the impact of COVID-nineteen. I want to thank you all for taking time to join us. I hope you and your families are safe and well and that we can successfully navigate through this unprecedented time. Before we start, I'd like to remind everybody that some of the remarks made today are considered to be forward looking statements under the federal securities laws. As described in our filing with the SEC, these statements are subject to numerous risks and uncertainties, which could cause future results to differ from those expressed. We are not obligated to publicly update or revise these forward looking statements. We will also discuss non GAAP financial information such as adjusted FFO, adjusted EBITDA, which we believe to be useful to investors. You can find a description of this information, including reconciliations to GAAP financial measures in our latest earnings press release, which has been posted on our website. I'd like to begin by thanking all our Board members for their dedication and service. I'd especially like to thank Sheila Baer who has been with us for over nine years on our Board and will be retiring after this annual meeting. She has given us a distinguished service as a Director and we appreciate all that she has done for Host Hotels. We will now move to the business that have brought has brought us together for this meeting today. The annual meeting of host hotels and resorts is hereby call to order. We will start with the formal portion of the meeting at which the meeting proposals will be voted on. After the formal portion of the meeting, we will move to the business update from our President and CEO, Jim Rizzolio, followed by a question and answer period. Our General Counsel and Corporate Secretary, Julie S. Laxon, who is also participating in today's meeting, has reported to me that the notice of the annual meeting was first mailed out on 04/07/2021 to our shareholders of record as of 03/23/2021. Computershare, our inspectors of election, have reported that a majority of the shares are present at the meeting, either in person or by proxy. Accordingly, a quorum is present and we may transact the business before us. We have four proposals to present to you today. All proposals were outlined and discussed in the proxy statement. A link to the annual meeting materials including the proxy statement is available on the virtual meeting website. Polls are now open for each item to be voted on. Proposal one is the election of the nine director nominees named in the proxy statement. Proposal number two is to ratify the recommendation by the audit committee to appoint KPMG LLP as independent auditors of company for 2021. KPMG is represented today by Ann Andrew Corsini and Pammit Patel. Proposal three is an advisory vote on executive compensation. Proposal four is a vote to approve the company's twenty twenty one employee stock purchase plan. And I believe we have a question here which Julie will answer. Julie? Thank you, Mr. Chairman. Our first question related to the proposals comes from the United Brotherhood of Carpenters. The Carpenter Funds hold a total of 93,506 shares of the company's stock. The first question, the Carpenter's Funds believe that audit firm independence is critical to protecting the integrity of corporate financial reporting. Given that audit firm and corporate client relationships are generally long tenured, federal regulations require that the lead engagement partner be rotated out of that position every five years. KPMG has been the company's independent auditor since 02/2002. Could the Chair of the Audit Committee or the representative of KPMG describe upcoming lead audit partner rotation process and indicate who makes the decision in the selection of the new lead engagement partner? Thank you. Operator, if you could please unmute the line for Mr. Cristini at KPMG. Thank you, Julie. Can you hear me? Yes. Yes. My name is Andy Corcini, and I'm the lead partner from KPMG. And as the question notes, rotation of the lead audit partner is mandated by federal regulations every five years. I am currently starting my fourth year as the lead audit partner. Process for rotation will begin next year, and selection will ultimately be decided by the Audit Committee. Thank you. Our second question also comes from the United Brotherhood of Carpenters. The question is two quick points on executive compensation. Could you or the Compensation Committee Chair comment on the significant use of strategic objective metrics in the long term equity plan and the relatively short three year pro rata vesting schedule for restricted stock units awarded senior executives? Jim, you could take that question please. Sure, I'd be happy to take it. This is Jim Rizzolio speaking. If you were to look in the proxy that was filed this year, we have replaced strategic objectives with an EBITDA metric. That is a three year metric going forward. With respect to the three year vesting period for restricted stock, we believe that that is an appropriate timeframe to incentivize the employees here to be focused over an appropriate three year timeframe to fulfill their mission to create shareholder value. Thank you. Mr. Chairman, I'll turn it back to you. All right. Thank you. Your board recommends a vote for each of the proposals. And if you have already voted, you do not need to vote again unless you would like to change your vote. If you have not voted your shares and you are a stockholder who registered for this meeting, you may vote online now. At this time, I would like to open the meeting to questions on the four proposals. Joy, do we have any other No, Mr. Chairman, no further questions. We can now move to the voting results. Well, thank you. The polls are now closed and I have the preliminary results of the votes on the proposals contained in the proxy statement. I am pleased to report that all the directors were elected and the proposal for KPMG's appointment, the executive compensation program and the adoption of the twenty twenty one employee stock purchase plan were approved. Final voting results will be filed on the SEC with the SEC on a Form eight ks and will be available on our website. Now I'd like to turn the floor over to Jim Rizzoli, our President and CEO, to provide a business update. Jim? Thank you, Dick. Welcome to our second annual virtual meeting, and I hope this is the last virtual meeting we have. I'd really like to thank everyone for joining us today and for your continued support of Host. We hope you and your families are healthy and vaccinated as we are turning the corner on COVID-nineteen. On this cover slide is a photo of our most recent acquisition, the Four Seasons Orlando Resort at Walt Disney World, which I will go into get into in a moment. Moving to the next slide, today I want to talk about our three strategic objectives and how they are driving sequential improvements in our business, shareholder returns and capital allocation decisions. I'll touch on our balance sheet strength and corporate responsibility initiatives before wrapping up with our positioning for growth. Next slide, please. We have focused on three strategic objectives to navigate the challenges presented by the pandemic. They are to redefine the operating model, gain market share and allocate capital strategically. We are redefining the operating model by working with our hotel operators to permanently remove certain costs moving forward. We expect this will save us roughly 100,000,000 to $150,000,000 of expenses each year based on twenty nineteen business levels. We seek to gain market share by renovating our hotels during this time of reduced demand so that we can offer the freshest, most updated product as demand picks up. Finally, we are strategically allocating capital both internally on revenue enhancing renovations and externally on acquisitions with diverse demand drivers. We believe that executing on all these will allow us to achieve best in class EBITDA growth over the coming lodging cycle. Next slide, please. 2020 was without a doubt the most challenging year in the lodging industry's history. However, by quarter one of twenty twenty one, we have already returned to both positive hotel EBITDA and adjusted EBITDAre due to meaningful quarter over quarter sequential improvements following quarter two of twenty twenty. Highlighting a couple of stats here. First, our portfolio saw RevPAR portfolio RevPAR saw meaningful quarter over quarter increases with growth recently accelerating. RevPAR grew by 60% from quarter four of twenty twenty to quarter one of twenty twenty one. This increase was largely driven by leisure travelers at our Sunbelt and Hawaii resorts, particularly in March around the spring break holiday. In fact, many of our resort properties are achieving nightly rates above 2019 levels. Increasing demand led to an impressive milestone in Q1 of twenty twenty one as we achieved both positive hotel EBITDA and positive adjusted EBITDAre for the quarter. This was made possible in part by our expense savings from redefining the operating model. Next slide, please. Our response to the pandemic has allowed us to outperform on a total shareholder basis return over multiple timeframes. For the full year 2020, we outperformed our proxy peers by 6.2 percentage points and a broader NAREIT lodging index by 3.9 percentage points. Including year to date performance through May twelve of this year, those figures improved to nearly 6.7 percentage points versus our proxy peers and 4.6 percentage points versus the NAREIT Lodging Index. Next slide, please. Moving on to capital allocation highlights. We have invested over $800,000,000 of cash across three acquisitions year to date in 2021. Let's start with our most recent and largest acquisition of the three, the Four Seasons Orlando at Walt Disney World. This is the definition of an iconic and irreplaceable hotel. It is the only fee simple hotel located within Walt Disney World that is not owned by Disney, and is the only AAA Five Diamond Hotel in Central Florida. The hotel sits on nearly 300 acres and includes an 18 hole championship golf course, a 13,000 square foot spa, five pools, a family water park, three tennis courts, 55,000 square feet of meeting space and six food and beverage outlets. The hotel now ranks number one in our portfolio on a RevPAR basis, and we expect significant pent up demand for Disney to drive results well into the recovery. The next slide shows some guest room photos of the Four Seasons. And the next slide shows some photos of the property. It is truly a spectacular hotel. Staying with acquisitions for one minute, this slide shows our first acquisition of the year, the Hyatt Regency Austin. We will source this hotel off market at a 20% to 25% discount to pre COVID pricing. It has a great location in Austin, sitting on nearly six acres along the Colorado River between the Central Business District and the South Congress Entertainment District. The hotel has been well maintained and benefits from a diverse mix of business drivers. To finish on acquisitions, we also purchased two golf courses comprising nearly 300 acres on Maui. These courses are adjacent to our Hyatt Regency Maui on Kanapali Beach, and we expect to drive synergies at the hotel with this irreplaceable land. Next slide, please. We have maintained a strong balance sheet despite the challenges we faced in 2020 and continue to be the only investment grade lodging REIT, a rating we are committed to maintaining. We currently have $1,500,000,000 of total available liquidity, including our FF and E reserves, which we believe is more than sufficient to remain positively positioned heading into the lodging recovery. Our debt maturity schedule is well staggered with the nearest maturity coming due in October 2023. Since last year's annual meeting, we have worked with our banks to amend our credit facility covenants twice, most recently achieving best in class amendment terms relative to our proxy peers. Next slide, please. Over the past six years, we have invested in nearly 1,000 sustainability projects that have substantially increased the operational efficiency and resiliency of our owned hotels. We invested $155,000,000 in over 600 sustainability projects between 2016 and 2019, with an expected annual utility savings of approximately $18,000,000 This slide outlines some of the environmental and social targets we are working toward. Environmental targets focus on decreasing waste and emissions as well as increasing the use of renewable energy using 02/2008 as a baseline for comparison. Our social targets keep us moving toward a more equitable, diverse and engaging place for our employees to work. We are a leader in corporate responsibility, not only among our lodging REIT peers, but also in the overall REIT industry. Below you'll see just a handful of the many awards we received in this area. Next slide, please. To wrap up, we believe that Host has a strong foundation with the highest quality portfolio of iconic and irreplaceable assets in the company's history, combined with an investment grade balance sheet. We are well diversified across geographic markets and business mix, and we are encouraged by the momentum of the recovery so far, which has resulted in quarter over quarter sequential improvements. Looking forward, we are seeing increased demand across all parts of our business alongside strong rate integrity. Finally, as I said before, we are focused on three strategic objectives: redefining the operating model for permanent expense savings, gaining market share to bolster our top line and allocating capital strategically to grow our portfolio. Taking all these things together, we believe we are positioned for best in class growth as we head into lodging recovery. Thank you again for your continued support of Host. That concludes our presentation. And I will now turn it over to you, Dick. Thank you, Jim. The formal part of our meeting is adjourned. We will now open the floor for questions from stockholders. In order to provide all of our interested stockholders time to ask questions, request that you limit yourself to one question. Julie, do we have any questions? There are no questions, Mr. Chairman. Well, thank you. That concludes our question and answer period. And ladies and gentlemen, we appreciate your participating in our virtual annual meeting. I echo Jim's comments that I hope this is the last virtual meeting we will have to have. But we look forward to another great year for Host Hotels and Resorts. We appreciate you and look forward to our ongoing participation with you. This concludes our meeting and thank you for attending. This concludes the meeting. You may now disconnect.