UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.02.Results of Operations and Financial Condition.
On May 5, 2026, Sunstone Hotel Investors, Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2026. The press release referred to supplemental financial information that is available on the Company’s website, free of charge, at www.sunstonehotels.com. A copy of the press release and the supplemental financial information are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
In connection with the restructuring by Sunstone Hotel Investors, Inc. of its executive team, the Company has determined to eliminate the position of General Counsel from its management structure. As a result, David Klein will depart from his position as General Counsel and Secretary of the Company, effective May 31, 2026. Prior to the termination date, Mr. Klein will continue to provide services in his current position with the Company, including transition assistance in connection with his departure. Following his departure, Mr. Klein has agreed to reasonably cooperate with and assist the Company with respect to proceedings with which he was involved prior to his departure. The Company and Mr. Klein entered into a Separation Agreement and General Release, dated as of May 1, 2026 (the “Separation Agreement”), pursuant to which, subject to Mr. Klein’s execution and non-revocation of a general release of claims and his continued compliance with certain terms and conditions set forth in the Separation Agreement, Mr. Klein will receive the following payments and benefits: (i) a cash payment in an amount equal to $1,500,000 less the aggregate value of the accelerated restricted stock and performance-vesting restricted stock unit awards as described in the following clause, (ii) accelerated vesting of restricted stock and performance-vesting restricted stock unit awards covering an aggregate of 73,920 shares of the Company’s common stock, (iii) continued health insurance coverage under COBRA for Mr. Klein, his spouse and dependents for up to eighteen months.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the terms of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Item 5.07.Submission of Matters to a Vote of Security Holders.
On May 1, 2026, the Company held its Annual Meeting of Stockholders. The matters on which the stockholders voted, in person or by proxy, and the results of such voting were as follows:
| 1) | Election of nine directors to serve until the next annual meeting and until their successors are elected and qualified: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
W. Blake Baird | 149,914,689 | 16,338,177 | 350,329 | 8,093,655 | ||||
Michael Barnello | 165,830,933 | 428,153 | 344,109 | 8,093,655 | ||||
Andrew Batinovich | 158,482,101 | 7,770,796 | 350,298 | 8,093,655 | ||||
Monica S. Digilio | 160,289,955 | 5,376,085 | 937,155 | 8,093,655 | ||||
Bryan A. Giglia | 165,380,603 | 875,687 | 346,905 | 8,093,655 | ||||
Kristina M. Leslie | 164,608,502 | 1,644,395 | 350,298 | 8,093,655 | ||||
Murray J. McCabe | 162,645,155 | 3,613,931 | 344,109 | 8,093,655 | ||||
Verett Mims | 164,645,838 | 1,607,059 | 350,298 | 8,093,655 | ||||
Douglas M. Pasquale | 139,164,706 | 27,438,088 | 401 | 8,093,655 |
| 2) | Ratification of the Audit Committee’s appointment of Ernst & Young, LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
168,223,073 | 6,473,298 | 479 | — |
| 3) | Advisory vote to approve the compensation of the Company’s named executive officers: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
161,854,678 | 4,706,502 | 42,015 | 8,093,655 |
Item 9.01.Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
EXHIBIT INDEX
Exhibit No. | | Description |
99.1 | ||
99.2 | Supplemental Financial Information for the first quarter ended March 31, 2026. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Sunstone Hotel Investors, Inc. | ||
Date: May 5, 2026 | By: | /s/ Aaron R. Reyes | |
Aaron R. Reyes | |||