Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (As Amended and Restated Effective As of April 26, 2023)

As described below in Item 5.07 of this Current Report on Form 8-K, on April 26, 2023, the stockholders of Park Hotels & Resorts Inc. (the "Company") approved the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as Amended and Restated Effective As of April 26, 2023) (the "Plan") at the Company's 2023 annual meeting of stockholders (the "Annual Meeting") that, among other things, increased the number of shares available for issuance under the Plan by 6,070,000 shares of the Company's common stock, par value $0.01 (the "Common Stock"). The material terms and conditions of the Plan have been previously described under Proposal 2 of the Company's Definitive Proxy Statement on Schedule 14A , as filed with the Securities and Exchange Commission on March 17, 2023 (the "Proxy Statement"), and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

The foregoing summary is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on April 26, 2023. Stockholders voted as set forth below on the proposals presented for a vote. Each such proposal is described in more detail in the Proxy Statement.

Proposal 1. Election of Directors

The Company's stockholders elected the nine persons listed below to serve as directors until the 2024 annual meeting of stockholders and until their successors have been duly elected and qualify, based upon the following votes:



                             For      Against    Abstain  Broker Non-Votes
Thomas J. Baltimore, Jr. 162,308,282 14,969,153 1,527,050    15,542,748
Patricia M. Bedient      173,968,246 3,723,164  1,113,075    15,542,748

Thomas D. Eckert         172,644,285 6,068,215   91,985      15,542,748

Geoffrey M. Garrett      174,119,747 3,571,664  1,113,074    15,542,748

Christie B. Kelly        167,658,836 11,055,704  89,945      15,542,748

Sen. Joseph I. Lieberman 170,987,251 6,704,471 1,112,763 15,542,748 Thomas A. Natelli 174,496,216 4,215,599 92,670 15,542,748 Timothy J. Naughton 163,662,990 15,050,810 90,685 15,542,748 Stephen I. Sadove 167,055,478 10,633,345 1,115,662 15,542,748

Proposal 2. Vote to Approve the 2017 Omnibus Incentive Plan (as Amended and Restated Effective As of April 26, 2023)

The Company's stockholders approved the Plan based upon the following votes:



    For      Against   Abstain Broker Non-Votes
167,020,139 11,583,969 200,377    15,542,748

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Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers

The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers based upon the following votes:



    For      Against   Abstain Broker Non-Votes
166,266,072 12,308,252 230,161    15,542,748

Proposal 4. Advisory Vote to Determine Frequency of Future Advisory Votes Approving Compensation of Named Executive Officers

The Company's stockholders approved, on an advisory (non-binding) basis, the holding of a non-binding stockholder vote to approve the compensation paid to the Company's name executive officers every year based upon the following votes:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 168,470,389 37,834 10,153,817 142,445 ----

Proposal 5. Ratification of the Appointment of Ernst & Young LLP

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 based upon the following votes:



    For     Against Abstain Broker Non-Votes
193,870,699 360,756 115,778       ----

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits:

 Exhibit
   No.      Description

  10.1*       Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as Amended and
            Restated Effective as of April 26, 2023).
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).


*  Filed herewith

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