Sunstone Hotel Investors, Inc. (SHO) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and thank you for standing by. I would like to remind everyone that this meeting is being recorded. I will now turn the presentation over to Douglas M. Pasquale, Chairman of Sunstone Hotel Investors, Inc. Mr. Pasquale, please go ahead.

Thank you, operator. Good afternoon, ladies and gentlemen, and welcome to the 2020 Annual Meeting of Stockholders of Sunstone Hotel Investors, Inc., which I now call to order at just shortly after 2:00 p.m. on April 30. John Arabia is our President and Chief Executive Officer, and he will preside over today's stockholders meeting. I'm pleased to introduce John.

Thank you, Doug, and good afternoon, ladies and gentlemen. I would now like to introduce the remaining members and nominee of the Board of Directors who are present today: W. Blake Baird; Andrew Batinovich; Z. Jamie Behar; Thomas A. Lewis; Murray J. McCabe; Keith P. Russell; and Monica Digilio, who has been nominated for election to the Board of Directors. I would also like to introduce the other members of management here today. Bryan Giglia, Executive Vice President, Chief Financial Officer; Marc Hoffman, Executive Vice President, Chief Operating Officer; Robert Springer, Executive Vice President, Chief Investment Officer; David Klein, Executive Vice President, General Counsel, Corporate Secretary and who will act as our Inspector of Elections. Peter Zofrea of Ernst & Young LLP, our registered independent public accounting firm, is also present. At this point, I will turn the meeting over to Mr. Klein, who has been appointed Secretary of the meeting and who will conduct the business affairs of today's meeting.

Thank you, John. A notice of this annual meeting was sent on or about March 18, 2020, to all stockholders of record as of March 3, 2020, record date and who are entitled to vote at this annual meeting. Notice of this meeting has been duly sent to stockholders in accordance with the company's bylaws. Today, we gather to consider and vote on the proposals detailed in the notice and proxy statement. According to both the company's records and a report of Broadridge Financial Services, there were 222,853,935 shares of common stock entitled to vote at this meeting as of the record date. The holders of common stock will vote on all matters that properly come before the meeting, with each share of common stock being entitled to 1 vote. We have been informed by Broadridge Financial Services that the holders of at least a majority of the shares of common stock entitled to be voted at this meeting are present or represented by proxy and that a quorum has been established.

Since we have a quorum, we may now proceed.

The first order of business being submitted to the stockholders for action is the election of 8 nominees to serve as members of the Board of Directors. They are to serve until the annual meeting in 2021 and until their successors are duly elected and qualified. The Board of Directors has nominated and recommends the election of the following individuals: John V. Arabia, W. Blake Baird, Andrew Batinovich, Monica Digilio, Thomas A. Lewis, Murray J. McCabe, Douglas M. Pasquale, Keith P. Russell. The second matter being submitted to stockholders for action is the ratification of the Audit Committee's appointment of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year ending December 31, 2020. The third matter being submitted to stockholders for action is an advisory vote to approve the compensation of Sunstone's named executive officers as set forth in Sunstone's proxy statement for the 2020 annual meeting. We will now proceed to vote. If you have already authorized a proxy or submitted a signed proxy card, you do not need to submit a vote during this meeting, unless you wish to change your vote. At this time, any stockholders that are logged in and who have not already submitted a proxy and wish to vote their shares may do so now by clicking on the Vote Here button on your screen. If you have a question that specifically pertains to 1 of the 3 proposals, please submit the question via the Ask A Question link on your online portal and we will respond consistent with the company's rules of order and conduct. I now declare the polls open. We will take a short pause while we allow time for stockholders who haven't already done so to complete their voting. [Voting]

I now declare the polls closed and will tabulate the vote and prepare my report on the results of such voting. John, the votes have been tabulated, and my report is complete.

Mr. Klein, as inspector of elections, please present the final report.

Proposal #1, the election of directors. The nominees for election to the Board of Directors have each received a majority of the votes cast at the meeting and have, therefore, been duly elected. Proposal #2, the ratification of the Audit Committee's appointment of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year ending December 31, 2020, has received a majority of the votes cast, and such proposal has been approved. Proposal #3, the advisory vote to approve the compensation of Sunstone's named executive officers has received the majority of the votes cast, and such proposal has been approved. At this point, I turn the meeting back over to Mr. Arabia.

We will now adjourn the formal part of the meeting. I would like to thank you again for attending the meeting today and for your support, which means a great deal to Sunstone Hotel Investors, its Board of Directors, officers and employees. We will now open the line to any questions from stockholders. If you have a question, please submit the question via Ask A Question link on your online portal, and we will respond consistent with the company's rules of order and conduct. David, are there any appropriate questions in the queue?

John, there are no questions in the queue, and therefore, we will conclude the annual meeting at this time. Thank you, everyone, for joining.