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

On February 8, 2023, the Board of Directors of Host Hotels & Resorts, Inc., a Maryland corporation (the "Company"), approved and adopted certain amendments (the "Amendments") to the Company's Bylaws, effective immediately, at the recommendation of the Nominating, Governance and Corporate Responsibility Committee.

The Amendments update various provisions of the Bylaws to require parties proposing a nominee for election of a director to comply with the universal proxy rules adopted by the U.S. Securities and Exchange Commission. In addition, the Amendments update the Bylaws' proxy and advance notice provisions, specifically, the notice required thereby, to require, among other things, (i) certain representations with respect to the solicitation intentions of the proposing stockholder; and (ii) additional representations consistent with the proponent's obligations under the universal proxy rules, including the willingness of a Proposed Nominee (as defined in the Bylaws) to serve on the Board, if elected, and that no additional consents from any third party are required for a Proposed Nominee to serve on the Company's Board of Directors, if elected. The Amendments also clarify that a stockholder may not nominate more individuals than there are directors to be elected or substitute or replace a proposed nominee without compliance with the requirements for nomination in the Bylaws, including compliance with any applicable deadlines.

The Amendments also include other conforming changes, including updates to provisions relating to virtual meetings to align with changes to the Maryland General Corporation Law statutory language.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.




Exhibit
  No.     Description

3.2         Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective as
          of February 8, 2023.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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