March 17, 2023

Dear Fellow Stockholder:

It is our pleasure to cordially invite you to attend the annual meeting of stockholders of Park Hotels & Resorts Inc. to be held on Wednesday, April 26, 2023 at 8:00 a.m., Eastern Time, at 1775 Tysons Blvd, Tysons, Virginia 22102.

After the last few unprecedented and unpredictable years, 2022 finally marked a return to normalcy for both our hotel and corporate operations. We made significant strides throughout the year in not only capturing incremental demand in many of our markets, but also financially positioning Park to be better prepared to weather potential economic instability through our capital allocation efforts and strategic balance sheet management.

Getting Back to Business

Despite uncertainty from rising inflation and other macro-economic factors, we witnessed widespread improvements to demand across our portfolio in 2022. While leisure demand remained strong, the return of business travel and city-wide conferences helped to support material improvements within our urban portfolio of hotels. As a result of this broad-based demand improvement, we successfully reopened our last two suspended properties during the first half of 2022 following an unprecedented 27 months of operational disruption. As our operations gradually returned to normal, we focused on preserving the operational enhancements instituted across our portfolio throughout the pandemic that we believe will allow us to continue to generate meaningful savings and increased profitability.

Similar to prior years, in 2022 we continued our aggressive efforts to recycle capital and improve the overall quality of our portfolio with the disposition of seven non-core hotels for a total of nearly $317 million in 2022. These efforts have continued in the start of 2023 with the sale of the 508-room Hilton Miami Airport completed in February 2023 for additional gross proceeds of approximately $118 million. Since 2018, we have sold or disposed of 39 hotels for an aggregate purchase price of over $2.1 billion and have drastically improved the overall quality of our portfolio while also concentrating Park’s earnings in long-term assets and sustainable markets.

I am also pleased to report progress on two strategic return-on-investment (“ROI”) projects that we believe will help unlock embedded value within our portfolio. First, we opened the 13,000-square-foot ballroom addition at the Waldorf Astoria Orlando in December 2022. In addition, work is underway on the ballroom addition at the Signia by Hilton Orlando Bonnet Creek, and this 90,000-square-foot platform is expected to open in early 2024. Both hotels are also undergoing extensive renovation and modernization. Second, planning is underway for the comprehensive renovation of the Casa Marina Key West resort. We expect the $70-million renovation, which includes improvements to the resort’s overall resiliency to climate change, to occur over the summer months of 2023 and be completed in time for the winter holiday season.

Strengthened Balance Sheet and Return of Capital

Throughout 2022, we proactively managed our balance sheet and increased Park’s overall liquidity through both our capital recycling efforts and debt modification initiatives. Proceeds from asset sales were used to reduce aggregate debt and we increased our financial flexibility by amending and restating our credit facility in December 2022, which increased the facility’s total capacity from $901 million to $950 million. With approximately $1.8 billion in liquidity as of December 31, 2022, we believe Park is well poised to pivot between offense and defense based on market conditions and pursue our internal and external growth strategies.

Following the unprecedented disruption to our business from the pandemic, we were very pleased to be able to recommence returning capital to our stockholders in the form of our quarterly dividend payments and common stock repurchases in 2022. We reinstated quarterly dividends in the first quarter of 2022 due to improving fundamentals and a stabilized outlook, and we repurchased $227 million of stock in 2022 and $30 million of stock in January 2023 at a

significant discount to our internal valuations. Given the ongoing dislocation between our public and private valuations, we expect to continue to reinvest in Park through stock repurchases. In total, we returned approximately $290 million in capital to our stockholders over the last twelve months.

Spotlight on Environment, Social and Governance (“ESG”)

We continued to make progress on our ESG efforts throughout 2022. Our environmental ESG working committee, the Green Park team, focused on in-depth analyses of our portfolio to improve efficiencies and start to develop a roadmap for decarbonization. We are proud that our focus on efficiency enhancements allowed us to receive five ENERGY STAR certifications for superior energy performance during 2022, including at our largest asset, the 2,860-room Hilton Hawaiian Village Waikiki Beach Resort. On the social side, the Diversity & Inclusion Steering Committee focused on increasing our diversity metrics throughout all levels of our organization, and our charitable giving ESG subcommittee, Park Cares, successfully resumed in-person charitable events for the first time since the onset of the pandemic. Finally, on the governance side, we (i) renamed two of our committees of our Board of Directors (the “Board”) and approved revised charters for each of our Board committees to formalize and expand the Board’s oversight of ESG matters and (ii) established the ESG Committee, a management-level committee to further strengthen and clarify our ESG decision making framework. In recognition of our concerted ESG initiatives, we were pleased to be named as the Nareit Leader in the Light sector winner for hospitality in 2022 for having demonstrated our superior and sustained sustainability practices.

Poised for Growth

I am incredibly excited about what the future holds for Park. We have a refined portfolio of world-class assets that are poised to capitalize on anticipated improvements to all three segments of demand as long-overdue events and conferences are finally held, business travel continues to improve and international travel resumes. We have a reimagined operating model that is expected to generate long-term, measurable savings. We have a healthy balance sheet that can pivot between offense and defense, depending on the macro-environment. Finally, we have a pipeline of ROI projects that are anticipated to generate attractive returns while simultaneously enhancing the value of the overall portfolio.

We expect to continue our efforts to recycle capital, reduce debt and improve the overall quality of our portfolio in 2023. We also remain laser-focused on the identified ROI opportunities across our portfolio and expect to continue to make progress toward transformative and revenue-enhancing initiatives. We also plan to prioritize returning capital to stockholders through both quarterly dividend payments and stock repurchases, and we expect to focus on improving resiliency among our assets that are most impacted by the threat of climate change. We are confident in our growth and are excited about our future.

The Annual Meeting of Stockholders

At the annual meeting, you will be asked to (i) elect nine members to serve on our Board of Directors; (ii) approve the 2017 Omnibus Incentive Plan (as Amended and Restated); (iii) approve, on an advisory (non-binding) basis, the compensation of our named executive officers; (iv) approve, on an advisory (non-binding) basis, the frequency of our future advisory votes approving the compensation of our named executive officers; (v) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and (vi) conduct such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting. The Notice of 2023 Annual Meeting of Stockholders and Proxy Statement accompanying this letter provide further information regarding these proposals.

Your vote is important. The Board of Directors appreciates your continued support and, regardless of whether you plan to participate in the annual meeting, we hope that you will vote as soon as possible.

Sincerely,

Thomas J. Baltimore, Jr.

Chairman of the Board of Directors,

President and Chief Executive Officer

Date and Time Wednesday, April 26, 2023 at 8:00 a.m. (Eastern Time)		Location 1775 Tysons Blvd. Tysons, VA 22102		Who Can Vote Stockholders of record as of the close of business on March 2, 2023 will be entitled to notice of and to vote at the 2023 annual meeting of stockholders and any adjournment or postponement of the annual meeting

Stockholders will also transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors.

Your vote is important. Even if you plan to attend the annual meeting in person, we encourage you to submit your vote as soon as possible through one of the methods below to ensure your vote is recorded properly. Stockholders of record may vote without attending the annual meeting by one of the following methods:

		Mail If you received printed proxy materials, mark, sign, date and return the enclosed Proxy Card or Voting Instruction Form in the postage-paid envelope				Telephone 1-800-690-6903				Internet https://www.proxyvote.com

These proxy materials are first being sent (or, as applicable, made available) to stockholders commencing on March 17, 2023.

If you want to attend the annual meeting in person, please follow the instructions on page 93 of this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2023. This Proxy Statement and our 2022 Annual Report are available free of charge at www.proxyvote.com

TABLE OF CONTENTS

This Proxy Statement contains forward-looking statements regarding Park’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Risk Factors section of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

OUR STRATEGY

Since Park’s establishment as an independent, publicly-traded company in 2017 following the spin-off (referred to in this Proxy Statement as the “Spin-off”) from Hilton Worldwide Holdings Inc. (“Hilton”), we have remained laser-focused on delivering superior, risk-adjusted returns to stockholders through active asset management and a disciplined external growth strategy, while maintaining a strong and flexible balance sheet. The key pillars of our corporate strategy are:

OUR PORTFOLIO

2

2022 BUSINESS HIGHLIGHTS

2022 was a year of transition and recovery for most of the travel industry as businesses returned to the office, conferences resumed and the majority of travel restrictions were lifted around the globe following the unprecedented disruption caused by the COVID-19 pandemic. For Park, our key focus in 2022 was to rebuild the momentum we had in late 2019 while continuing to invest in initiatives that advance our long-term strategic priority of delivering superior risk-adjusted returns to stockholders. Business performance highlights in 2022 include:

2022 FINANCIAL HIGHLIGHTS*

* Please refer to the Financial Reporting Annex included in this Proxy Statement for related definitions and reconciliations to the most directly comparable U.S. GAAP financial measures.

For more information on our 2022 results and other related financial measures, see our 2022 Annual Report, which can be found under the Financial Information tab of our website at www.pkhotelsandresorts.com/investors.

3

OUR CORPORATE RESPONSIBILITY FRAMEWORK AND STRATEGY

Park’s corporate responsibility strategy has been formalized based on the identification of both (i) pertinent risks and opportunities to our business and (ii) an obligation to act responsibly as a company. Effectively managing these risks and opportunities helps Park achieve operational excellence through active asset management. We organize the ESG risks and opportunities that we focus on into three main categories– Responsibility in Risk Management, Social Commitment and Environmental Management – which align with our selected UN Sustainable Development Goals.

2022 COMPANY HIGHLIGHTS

For more information on Park’s corporate responsibility initiatives, see our 2022 Annual Corporate Responsibility Report, which can be found under the Responsibility page of our website at www.pkhotelsandresorts.com/responsibility.

4

RISK MANAGEMENT

Park aims to mitigate the various risks associated with its business and evaluate ESG-related opportunities that support Park’s business strategy through its established risk management reporting structure. In 2022, in order to further strengthen and clarify our decision-making framework, Park formed an Environmental, Social & Governance Committee (the “ESG Committee”), which currently includes four members of our management committee comprised of department leaders (our “Executive Committee”), is subject to the oversight by the Board’s Nominating, Governance & Corporate Responsibility Committee (the “Governance Committee”) and is tasked with developing, implementing and monitoring the Company’s ESG initiatives and policies.

As set forth in the illustration below, each ESG-initiative begins with analysis and work being performed by one of Park’s three dedicated ESG working committees – the Green Park Committee, the Park Cares Committee and the Diversity and Inclusion Steering Committee. Each of these committees is comprised of a cross-departmental team of associates and senior leaders, including at least one Executive Committee leader. Each committee specializes in specific ESG matters and provides both written and verbal updates to our ESG Committee on at least a quarterly basis. In addition, at least annually, a member of the ESG Committee provides ESG updates to the Governance Committee, which was also renamed in 2022 in order to formalize and expand on its role in overseeing the Company’s ESG performance, disclosure, strategies, goals and objectives and reflect their ESG mandates.

5

SOCIAL COMMITMENT

6

Spotlight on Don Bosco Work Study Program

To help develop the working experience of students from underprivileged areas in the Washington, D.C. community, Park has routinely provided work study opportunities for students organized through Don Bosco Cristo Rey High School. Don Bosco Cristo Rey’s Corporate Work Study Program (CWSP) prepares dedicated students for college and careers while also fulfilling real work responsibilities for a company. Don Bosco work study students come exclusively from families of limited economic means. On top of their regular high school studies, these students conduct a rotation among various Park departments. Students work one day a week, earning nearly 60 percent of the cost of their education, and in turn gain valuable on-the-job experience in highly professional settings. In 2022, Park partnered with Don Bosco Cristo Rey High

7

School to sponsor four students who completed work study with Park. Additionally, Park made an annual contribution to Don Bosco Cristo Rey’s scholarship fund to help support student educational costs.

ENVIRONMENTAL MANAGEMENT & PERFORMANCE

Park seeks to minimize its environmental footprint through all phases of the Company’s business, from acquisition to disposition. In coordination with the Green Park Committee, Park aims to minimize its environmental footprint through the following measures:

Park discloses its environmental data in its annual corporate responsibility report, under the Responsibility tab of its website and through voluntary ESG frameworks including the Global Real Estate Sustainability Benchmark (“GRESB”) Real Estate Assessment, Global Reporting Initiative (“GRI”), Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”). Park continues to work toward publicly disclosing measurable, meaningful and strategic environmental and emissions reduction targets within the context of pending SEC legislation.

Spotlight on Efficiency Projects

The Green Park Committee focuses on increasing efficiency across Park’s portfolio by identifying strategic opportunities for improvement. As the effects of climate change continue to impact utility consumption and costs as well as water stress levels in certain geographic areas, it is imperative that Park develop a long-term plan to address these changes. In 2021, Park began conducting intensive ASHRAE Level II energy audits of specific assets in order to generate long-term efficiency and decarbonization strategies for each asset. The results of these audits help inform the Company’s budgeted capital expenditures for efficiency-related projects for the current and future years. Eighteen audits were completed by the end of 2022, and Park expects to evaluate its entire portfolio by no later than 2025.

As part of Park’s focus on efficiency projects, the Company is very pleased to report that five of its properties achieved the U.S. EPA’s ENERGY STAR^® Certification for Superior Energy Efficiency in 2022.

8

PROXY VOTING ROADMAP

The following table summarizes the items that will be brought to a vote of our stockholders at the 2023 annual meeting of stockholders, along with voting recommendations of our Board of Directors (the “Board”).

9

DIRECTOR NOMINEE HIGHLIGHTS

Director Nominees and Committees

						Committee Memberships
Name		Independent		Director Since		AC		CC		GC		Other Public   Company Boards
Thomas J. Baltimore, Jr. (Chairman)		--		2016								2
Patricia M. Bedient		✓		2017								2
Thomas D. Eckert		✓		2019								1
Geoffrey M. Garrett		✓		2017								--
Christie B. Kelly		✓		2016								1
Sen. Joseph I. Lieberman		✓		2017								1
Thomas A. Natelli		✓		2019								--
Timothy J. Naughton		✓		2017								1
Stephen I. Sadove		✓		2017								3

AC		Audit Committee		CC		Compensation & Human Capital Committee
GC		Nominating, Governance & Corporate Responsibility Committee				Chair of the Committee

Snapshot of Director Nominees

Our director nominees each exhibit an effective mix of skills, experience, diversity and judgement.

*Information in charts above calculated as of March 17, 2023.

10

Experience/Qualifications/Skills of Director Nominees

CORPORATE GOVERNANCE

Park has a history of strong corporate governance. The Company is committed to sound governance practices designed to promote the long-term interests of stockholders and strengthen Board and management accountability. Our Board regularly evaluates our governance profile against best practices to identify areas for improvement. The Board also leverages our stockholder engagement to gather insights on key areas of stockholder interest and emerging trends to evaluate. Key elements of our corporate governance policies and practices include:

11

12

STOCKHOLDER ENGAGEMENT

Throughout the year, our investor relations team regularly communicates with investors, prospective investors and investment analysts. Meetings include in-person, telephone and video conferences. These meetings often include participation by our Chief Executive Officer, Chief Financial Officer and other members of our Executive Committee, and they are generally focused on the Company performance, strategy and plans for future growth. Once investor feedback is collected, we share such feedback with our Board as part of our annual corporate governance cycle. For additional information about our corporate governance cycle, see the discussion under the caption “Corporate Governance Matters—Annual Stockholder Engagement Cycle.”

Outreach in Response to Say-On-Pay Vote

Additionally, every year, Park provides stockholders with the opportunity for an annual vote to approve its executive compensation program on an advisory basis. Following such advisory vote, we conduct stockholder outreach with our largest investors. In response to the disappointing say-on-pay vote at our 2021 annual meeting of stockholders, we conducted even more extensive stockholder outreach and engagement in order to better understand our investors’ views. Starting in the fourth quarter of 2021 and continuing into 2022, we reached out to 30 stockholders representing approximately 69% of our outstanding shares of common stock to invite them to participate in calls. Ultimately, stockholders representing 38% of our outstanding shares of common stock accepted our invitation to share feedback – with calls with stockholders representing 23% of our outstanding shares of common stock taking place during the first quarter of 2022.

In February 2022, following this outreach effort but prior to our 2022 annual meeting of stockholders, the Compensation Committee made significant changes to our executive compensation program in direct response to the stockholder feedback. Thereafter, at the 2022 annual meeting of stockholders, stockholders recognized these efforts with approximately 83% of the votes cast approving our advisory vote on executive compensation.

We believe our engagement approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts.

13

HOW OUR EXECUTIVE COMPENSATION PROGRAM SUPPORTS OUR BUSINESS STRATEGY

Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and discouraging irresponsible risk-taking. This is achieved by structuring individual pay to align with the Company’s performance. All senior executives have a large portion of their compensation that is variable and covers multi-year performance periods. Our long-term incentive awards are designed to align executives with the Company’s long-term performance using performance-based equity awards in the form of restricted stock awards and performance stock units. For example, in fiscal year 2022, 87.5% of our Chief Executive Officer’s target annual total direct compensation was variable and “at-risk” based on the Company’s performance of the Company. Furthermore, as a result of our extensive stockholder outreach program in 2022 and to establish an even greater emphasis on pay for performance, the Compensation Committee increased the performance-based portion of the target annual equity award from 60% to 65% for our Chief Executive Officer and from 50% to 60% for our other named executive officers starting in fiscal year 2022.

In addition, executive compensation is also increasingly linked to our ESG goals. In 2022, in response to stockholder feedback, the Compensation Committee established an ESG scorecard, incorporating key ESG initiatives into our executive compensation program.

Our executive compensation program, including compensation principles and strategy, is discussed in detail under the Compensation Discussion and Analysis section of this Proxy Statement.

14

INTRODUCTION

Upon the recommendation of the Governance Committee, the Board has nominated the nine persons identified on the following pages for election at the 2023 annual meeting of stockholders. If elected, each nominee will hold office as a director from election until the next annual meeting of stockholders and until their successor has been duly elected and qualified or until their death, resignation or removal. All of the nominees are currently Park directors who were elected by stockholders at the 2022 annual meeting of stockholders.

Each of our nominees has agreed to be named in this Proxy Statement and to serve if elected. The Board anticipates that the nominees will serve, if elected, as directors. However, if any person nominated by the Board ceases to be a candidate for election by the time of the 2023 annual meeting of stockholders, the proxies will be voted for the election of such other person as the Board may recommend.

VOTE REQUIRED

Under our by-laws, in an uncontested election, directors must be elected by a majority of all the votes cast. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. There is no cumulative voting. Abstentions and broker non-votes (if any) are not counted as votes cast.

In addition, under our by-laws and Corporate Governance Guidelines, if a director nominee who is already serving as a director does not receive a majority of the votes cast, the director must tender his or her resignation to our Board and our Governance Committee, or such other committee designated by the Board, may consider any relevant factors and make a recommendation to the Board on whether to accept or reject the resignation or take other action. The Board is required to take action with respect to this recommendation within 90 days following certification of the election results.

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH

OF THE DIRECTOR NOMINEES NAMED BELOW.

15

DIRECTOR NOMINEES

Our Governance Committee and our Board have determined that the director nominees possess a diverse and balanced mix of attributes, viewpoints and experiences to effectively oversee Park’s long-term business strategy.

Biographical information about each director nominee, as well as highlights of certain notable qualifications, experience, skills and attributes that contributed to the director nominee’s selection for election at our 2023 annual meeting of stockholders, are included on the following pages. The self-identified gender and race/ethnicity and other diverse characteristics of each director nominee is also provided below under “Summary of Director Nominees’ Skills and Experience.”

16

17

18

19

20

SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

21

CORPORATE

GOVERNANCE MATTERS

INTRODUCTION

Our Board is responsible for providing governance and oversight over the strategy, operations and management of Park. The primary mission of the Board is to represent and protect the interests of our stockholders and other stakeholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. We believe good governance strengthens the Board and management’s accountability. The following sections provide an overview of our corporate governance structure, including corporate governance highlights, stockholder outreach cycle, director independence, Board leadership structure and the responsibilities of the Board and each of its committees.

22

ANNUAL STOCKHOLDER ENGAGEMENT CYCLE

Each year, our goal is to improve our ongoing, proactive outreach effort with our stockholders. Throughout the year, our investor relations team regularly communicates with investors, prospective investors and investment analysts. Meetings include in-person, telephone and video conferences. These meetings often include participation by our Chief Executive Officer, Chief Financial Officer and other members of our Executive Committee. Additionally, we engage in meaningful year-round public communications, including our quarterly earnings calls. Furthermore, as reflected in our Corporate Governance Guidelines, our Lead Independent Director is available for consultation and direct communication with stockholders. During 2022 and continuing into 2023, we engaged with stockholders on the following topics:

The feedback received from our stockholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable insights that help inform our decisions and our strategy, when appropriate.

23

BOARD LEADERSHIP STRUCTURE

Park believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and Chief Executive Officer should be combined or separated, and whether an executive or an independent director should serve as the Chairman should be based upon the circumstances facing the Company. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the Company and its stockholders at any particular time.

The Right Structure for Right Now The Board continues to believe that its current leadership structure, which has a combined role of Chairman and Chief Executive Officer, counterbalanced by a strong independent Board led by an experienced and empowered Lead Independent Director and independent directors chairing each of the Board Committees, provides the optimal balance between independent oversight of management and unified leadership. In the Board’s view, this structure allows Mr. Baltimore, as Chairman and Chief Executive Officer, to drive strategy at the Board level, while maintaining responsibility for executing on that strategy as Chief Executive Officer. At the same time, our Lead Independent Director works with Mr. Baltimore to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors.   The Board expects to continue to periodically review the appropriateness of this structure and consider feedback from our ongoing stockholder engagements to determine the structure that is in the best interests of the Company and its stockholders. If in the future the Board, after considering relevant facts and circumstances at that time, appoints an independent Chairman, we will promptly publicly disclose the appointment.

How We Select the Lead Independent Director

Our Corporate Governance Guidelines requires the independent directors to elect a Lead Independent Director on an annual basis. In April 2022, Mr. Sadove, an independent, non-employee board member, was elected by the independent directors of the Board to serve as Lead Independent Director.

24

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under our Corporate Governance Guidelines and the New York Stock Exchange (“NYSE”) rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests for independence set forth by the NYSE rules.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether that relationship is material.

As a result of its review process, the Board has affirmatively determined that each of Ms. Bedient, Mr. Eckert, Mr. Garrett, Ms. Kelly, Sen. Lieberman, Mr. Natelli, Mr. Naughton and Mr. Sadove is independent under the guidelines for director independence set forth in our Corporate Governance Guidelines and under all applicable NYSE guidelines, including with respect to committee membership. The Board had also previously affirmatively determined that Mr. Gordon Bethune, who served on the Board until April 2022, was independent during his time on the Board. The only member of the Board that is not independent is Mr. Baltimore, President and Chief Executive Officer of the Company.

BOARD COMMITTEES

Charters for each of the Board’s three standing committees can be found on the Corporate Governance—Governance Documents page of our website at www.pkhotelsandresorts.com/investors. All members of the Board’s standing committees are independent directors.

25

26

The rotation of committee chairs and members is considered on an annual basis to ensure diversity of Board member experience and variety of perspectives across the committees, but there is no strict committee rotation policy. Changes to committee assignments are made based on committee needs, director interests, experience and availability, and applicable regulatory and legal considerations. Moreover, the value of rotation is weighed carefully against the benefit of committee continuity and experience.

MEETINGS

The Board, in accordance with our Corporate Governance Guidelines, expects that all directors make every effort to attend all meetings of the Board and the committees on which the director serves as well as the annual stockholder meeting. Mr. Baltimore is invited to attend meetings of the Board committees, but he does not have a vote on any committee matter. The Board and the Board committees regularly meet in executive sessions, at which no management representative is present.

In 2022, the Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held five meetings and the Governance Committee held two meetings. In 2022, each of our directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which he or she serves during his or her period of service as a director. Eight of our directors then serving attended the 2022 annual meeting of stockholders in person.

CORPORATE GOVERNANCE GUIDELINES

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. Our Corporate Governance Guidelines are reviewed from time to time by the Governance Committee and revised as it considers appropriate, upon recommendation to and approval by the Board. Our Corporate Governance Guidelines can be found on the Corporate Governance—Governance Documents page of our website at www.pkhotelsandresorts.com/investors.

CODE OF CONDUCT & WHISTLEBLOWER POLICY

The Board has adopted a Code of Conduct, which can be found on the Corporate Governance—Governance Documents page of our website at www.pkhotelsandresorts.com/investors.

The Code of Conduct applies to all our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller, and sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business conduct and fair dealing. This Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. Any substantive amendment to, or waivers from, certain provisions of our Code of Conduct for the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller or persons performing similar functions or any director will be posted on the Company’s website, at the address and location specified above.

The Company also maintains a Whistleblower Policy that establishes procedures for the receipt, retention and treatment of complaints received by us regarding questionable accounting or auditing matters or practices that may include or result in any such questionable accounting or auditing matters.

27

RISK MANAGEMENT OVERSIGHT

Board of Directors   The Board has overall responsibility for risk oversight. A fundamental part of this risk oversight is not only understanding the material risks that Park faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for Park.   While the full Board has overall responsibility for risk oversight, it is supported in this function by the Audit Committee, the Compensation Committee and the Governance Committee. Throughout the year, the Board and the relevant Committees receive updates from management with respect to various enterprise risk management issues and dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail, including risks related to capital allocation, transaction execution, environmental/climate events, tax/REIT compliance, cybersecurity, human capital management, including diversity, equity and inclusion, and business continuity and disaster recovery.

Audit Committee

Compensation & Human Capital Committee

Nominating, Governance & Corporate Responsibility Committee

•  Responsible for reviewing the Company’s accounting reporting and financial practices, including the integrity of its financial statements and the surveillance of administrative and financial controls   •  Responsible for reviewing the Company’s major enterprise and financial risk exposures, including business continuity and operational risks and cybersecurity, and the steps management has taken to monitor and control such exposures   •  Oversees the Company’s risk assessment, risk management and risk mitigation policies and programs, including with respect to enterprise risk management, data privacy and cybersecurity risk exposures   •  Receives and reviews periodic compliance reports from management regarding the Company’s compliance with applicable laws and regulations and with the Company’s Code of Conduct

•  Responsible for reviewing and overseeing the management of any potential material risks related to Park’s compensation structure and compensation programs, including the formulation, administration and regulatory compliance with respect to compensation matters   •  Oversees the development, implementation and effectiveness of the Company’s practices, policies and strategies relating to human capital and talent management and matters relating to the Company’s demographics, pay equity, personnel appointments and practices and the Company’s employee engagement and retention, diversity and inclusion and workplace environment, safety and culture initiatives   •  Oversees Chief Executive Officer succession planning

•  Oversees risks associated with the Company’s corporate governance programs, policies and practices   •  Oversees and reviews the Company’s activities related to corporate social responsibility and sustainability matters, including Park’s overall ESG strategies, policies, practices, goals and programs

In 2022, the Board updated each of its committee’s charters to formalize and/or expand on certain oversight responsibilities for each committee, including enterprise risk management and cybersecurity oversight by the Audit Committee, human capital and talent management oversight by the Compensation Committee and sustainability, corporate responsibility and ESG oversight by the Governance Committee.

28

BOARD OVERSIGHT OF STRATEGY AND CYBERSECURITY RISK

Our Board is deeply engaged and involved in overseeing the Company’s long-range strategy, including evaluating key market opportunities and financial developments. This also includes aspects of our corporate responsibility initiatives and agenda that relate to our strategy. Strategy-related matters are regularly discussed at Board meetings and, when relevant, at Committee meetings. We also dedicate at least one Board meeting every year to an even more intensive review and discussion of the Company’s strategic plan. Matters of strategy also inform Committee-level discussions of many issues, including business risk. Each director is expected to and does bring to bear their own talents, insights, and experiences to these strategy discussions.

BOARD OVERSIGHT OF MANAGEMENT
SUCCESSION PLANNING AND TALENT
DEVELOPMENT

Our Board and management consider succession planning and leadership development to be an integral part of the Company’s long-term strategy. Our Compensation Committee is required under its charter to oversee the evaluation of the Company’s executive officers, including the nature and frequency of the evaluation process. As well, the Compensation Committee is required to coordinate succession planning as it relates to the Chief Executive Officer.

At least annually, our Board receives an update on the Company’s multi-faceted approach to improving the capabilities of our existing leaders and nurturing our next generation of high-performers. The Company’s development programs include a continuous feedback and review process, a manager development series, lunch & learn sessions and executive mentors. Additionally, the Company selects approximately four or five high-performing leaders from within the organization each year to participate in a formal and intensive Leadership Development Program that lasts for approximately six months. It is the Company’s intention that these various programs will ensure continuity of leadership over the long term and form the basis on which the Company may make ongoing leadership assignments.

29

BOARD AND COMMITTEE SELF-EVALUATION PROCESS

Our Board and each of its committees have a robust annual self-evaluation process.

As a result of the Board’s self-evaluation processes in recent years, the Board has adopted certain improvements, including adjusting meeting schedules to allow more time at certain committee meetings throughout the year, evaluating Board materials to determine the most efficient and effective way to provide materials to facilitate a robust discussion, adding to the Board’s annual calendar a comprehensive Board meeting dedicated to corporate strategy and reviewing and updating agenda items to be considered at meetings to use the Board’s time most effectively.

BOARD CANDIDATE QUALIFICATION AND SELECTION PROCESS

When evaluating candidates for nomination to the Board, the Governance Committee considers the factors set forth in our Corporate Governance Guidelines, as amended from time to time. Our Corporate Governance Guidelines currently provide as follows:

The Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any agreement or arrangement to which the Company is party. The Governance Committee may consider:

The Board should monitor the mix of skills and experience of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively.

30

The Governance Committee expects to identify potential candidates through referrals and recommendations, including by incumbent directors, management and stockholders, as well as through business and other organizational networks. The Governance Committee may also retain and compensate third parties, including executive search firms, to help identify, evaluate and conduct due diligence on potential director candidates. Using a professional search firm may support the Governance Committee in conducting a broad search and looking at a diverse pool of potential candidates.

The Governance Committee expects to consider current Board members by balancing the value of the director’s continuity of service and familiarity with the Company with that of obtaining a new perspective. The Governance Committee also expects to consider each individual’s contributions, performance and level of participation, the current composition of the Board, and the Company’s needs. If any existing director does not want to continue in service or if the Governance Committee decides not to re-nominate a director, the Governance Committee will identify and evaluate new candidates based on the qualifications set forth in our Corporate Governance Guidelines. Prior to recommending a new candidate to the Board, the Governance Committee will (i) request that one or more of its members (or other members of the Board) interview the candidate, (ii) conduct an appropriate review of the background of the candidate and (iii) discuss the candidate. Once the Governance Committee selects a slate of Board candidates, it will present and recommend the slate to the full Board. The Governance Committee will evaluate candidates for nomination for election to the Board recommended by stockholders on a substantially similar basis as it considers other nominees.

BOARD DIVERSITY POLICY

The Governance Committee is committed to enhancing the diversity of our Board. The Governance Committee believes that a balance of director diversity and tenure is a strategic asset to our investors. Pursuant to the Board’s Policy Regarding Diversity as a Consideration for Board Nominations, the Governance Committee and Board consider diversity – in terms of age, experience, industry, gender and ethnicity – to be an important factor in the consideration of candidates for nomination to the Board. However, no new candidates have been nominated for the Board since the adoption of this policy (other than Mr. Garrett, who was originally nominated by a large former stockholder pursuant to a then-existing stockholder agreement, and Messrs. Eckert and Natelli, who were both originally nominated in September 2019 pursuant to and in accordance with the terms of that certain Merger Agreement with Chesapeake Lodging Trust). So, while the Board has not yet had an opportunity to evaluate the effectiveness of this policy, the Governance Committee is of the belief that it is of critical importance to the Company that when a Board position becomes available that the Governance Committee recruit directors who help achieve the goal of a well-rounded, diverse Board that functions respectfully as a unit.

Currently two of our nine directors, or 22% of the Board, identify as diverse in terms of gender identity. The Board is committed to identifying an additional person with a diverse gender identity as a nominee and anticipates appointing or nominating such person to the Board by the end of 2024.

STOCKHOLDER NOMINATIONS AND RECOMMENDATIONS FOR BOARD NOMINATIONS

The Governance Committee will accept for consideration qualified candidates properly recommended by stockholders. Stockholders who wish to recommend qualified candidates must do so by notifying the Company in writing, by notice delivered to the attention of the Secretary of the Company at the address of the Company’s executive offices as set forth in the Company’s periodic reports, of a recommended director candidate. Submissions may be by mail, overnight courier or personal delivery. E-mail submissions will not be considered. In order to ensure meaningful consideration of candidates, notice must be received not less than 90 calendar days and not more than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior year’s annual meeting of stockholders. In the event that the annual meeting date is advanced by more than 20 calendar days or delayed by more than 70 calendar days from the anniversary date of the previous year’s meeting, then notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if later, the 10th calendar day following the day on which public announcement of the date of such meeting is first made.

The notice must set forth as to each recommended candidate all information required under our by-laws and any other information relating to the recommended candidate that is required to be disclosed in solicitations of proxies for election of

31

directors, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the recommended candidate’s written consent to being named in the Company’s proxy statement as a nominee and to serving as a director if elected. The Company may require any recommended candidate to furnish such other information as may reasonably be required to determine the eligibility of the nominee to serve as a director, as well as a consent to be interviewed by the Governance Committee.

Submissions received through this process will be forwarded to the Governance Committee for review. Only those nominees whose submissions comply with these procedures and who satisfy the qualifications determined by the Governance Committee for directors of the Company will be considered by the Governance Committee. Acceptance of a recommendation for consideration does not imply the Governance Committee will nominate or recommend for nomination the recommended candidate. Nominees for director who are recommended by stockholders will be evaluated in the same manner as any other nominee for director. In addition, stockholders may nominate directors for election to the board by following the procedures in our by-laws, as described below under “Other Matters—Stockholder Proposals for 2024 Annual Meeting.”

Stockholders who would like to nominate a candidate for director by providing advance notice of the nomination pursuant to our by-laws must comply with the requirements described in this Proxy Statement and the Company’s by-laws.

PROXY ACCESS

Our by-laws contain a proxy access provision to permit a stockholder, or a group of up to 20 stockholders, meeting specified eligibility requirements, to nominate and include director candidates constituting up to the greater of two nominees or 20% of the number of directors then in office in the Company’s proxy materials for any annual meeting of stockholders. In order to be eligible to utilize these proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:

Stockholders who would like to nominate a candidate for director via proxy access must comply with the requirements described in this Proxy Statement and the Company’s by-laws.

POLICY REGARDING STOCKHOLDER RIGHTS PLANS

The Board affirms as a matter of corporate policy that it will not authorize or adopt any stockholder rights plan or similar plan or agreement without the prior approval of the Company’s stockholders, unless any such plan or agreement would be submitted to the Company’s stockholders to be ratified or, in the absence of such stockholder approval or ratification, would expire within one year of its adoption.

COMMUNICATIONS WITH THE BOARD

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with our Lead Independent Director, the chairperson of the Audit, Compensation or Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, c/o Park Hotels & Resorts Inc., 1775 Tysons Blvd, 7^th Floor, Tysons, Virginia 22102, who will forward all such communication to the appropriate party.

32

DIRECTOR

COMPENSATION

COMPENSATION PROGRAM

Introduction Our director compensation program is designed to compensate independent, non-employee directors fairly for work required for a company of our size, complexity and scope and to align their interests with the interests of our stockholders. The program reflects our desire to attract, retain and use the expertise of highly-qualified people serving on our Board. In considering and ultimately recommending the compensation for our non-employee directors, the Compensation Committee reviewed and considered peer data and analysis and recommendation from the Compensation Committee’s independent compensation consultant.

Program Details

Our independent directors receive director compensation for the period from the annual meeting at which they are elected until the next annual meeting. For the 2022-2023 period, our annual compensation program for independent directors is summarized below:

Our Chairman and Chief Executive Officer does not receive any additional compensation for serving as a director. On April 27, 2022, each independent director received a grant of restricted stock in an amount equal to the annual equity award for the service period from April 28, 2022 until April 26, 2023, the date of our 2023 annual meeting, with such awards vesting on the date of the 2023 annual meeting. Our directors, as holders of restricted stock, will receive dividends, if any, on such restricted stock at the same time that regular dividend payments are made on the Company’s common stock. We do not expect any changes to the director compensation program for the 2023-2024 period. The next equity award grant to our independent directors is expected to be made on or around the date of our 2023 annual meeting of stockholders and will represent the directors’ annual grant for their services as a director until the 2024 annual meeting of stockholders.

All cash retainers will be paid to each independent director in quarterly installments. Any independent director may elect to receive all or a portion of his or her cash Board fees in fully vested shares of the Company’s common stock of an equivalent

33

value, which have a grant date that is five business days before the regular quarterly payment date of such cash fees. Additionally, all of our directors will be reimbursed for reasonable travel and related expenses associated with attendance at our Board or committee meetings.

Program Rationale

The Company is the third-largest publicly-traded lodging REIT by enterprise value in the United States and was spun-off as a separate public company from Hilton to own complex lodging real estate held by Hilton in many instances for decades. In recommending director compensation, the Compensation Committee considered the complexity of issues overseen by the Board that are not commensurate with smaller, less complex lodging REITs. In particular, the Compensation Committee considered the following when determining the appropriate level of director compensation –

As a result, the Company’s director compensation was established in recognition of the amount of time and attention required of Board members in order for them to fulfill their responsibilities to the Company. In 2019, the Company acquired Chesapeake, which was an example of the type of significant transactional work expected by the Company’s directors to meaningfully effect Park’s transformation and growth. Despite this transaction and other complex issues recently faced by the Company that have required significant time and attention from the Board, the Compensation Committee has not adjusted director compensation since 2018.

The benefits that the Company gains from having such experienced and sophisticated directors have never been more valued than during the last few turbulent years. From the outset of the COVID-19 pandemic, our Board has been focused on its oversight and risk management responsibilities. Throughout the crisis and subsequent economic recovery, our Board has been in regular contact with management. Among other topics, the Board has reviewed and advised on our key strategic initiatives to increase and preserve our liquidity and financial flexibility, fortify our balance sheet, manage the suspension and reopening of various hotels in our portfolio and mitigate the unique risks presented by recent macro-economic events and their effects on the lodging and hospitality industry.

STOCK OWNERSHIP POLICY

To align the interests of directors with stockholders, the Board has adopted a requirement that each of our independent directors will be required to own stock in an amount equal to five times his or her annual cash retainer (exclusive of any additional cash retainer payable for service on a committee or as Lead Independent Director or a chairperson of the Board or committee). For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares underlying unvested time-vesting restricted stock and shares held under a deferral or similar plan. Independent directors are expected to meet this ownership requirement within five years of the later of (a) February 23, 2017 (i.e., the date on which the Company made its first broad-based equity incentive grants following the Spin-off) or (b) the date he or she first becomes subject to this stock ownership policy (the “Initial Compliance Deadline”).

34

Following a director’s Initial Compliance Deadline, compliance with this policy is measured annually on the first business day of each calendar year, using the annual cash retainer then in effect and the average closing stock price of the Company’s common stock as reported on the NYSE during the immediately ended prior calendar year. As of January 3, 2023, each of our independent directors satisfied this requirement.

DIRECTOR TRAVEL

In order to encourage our independent directors to better understand our hotel assets and provide feedback on our portfolio, our independent directors are entitled to up to 30 complimentary room nights per calendar year (including associated room taxes and fees) at properties owned by the Company for their own use or use by family members accompanying them. Direct, incremental costs of the director’s room stay charge (i.e., the cost of cleaning the room daily) are considered compensatory to the director and the Company does not provide tax gross-ups to the directors with respect to these benefits.

DIRECTOR COMPENSATION FOR 2022

The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2022. Mr. Baltimore is compensated as an executive officer and did not receive any compensation from the Company for serving as a director during fiscal year 2022.