424B3 1 pk-424b3.htm 424B3 PROSPECTUS SUPPLEMENT NO. 4 pk-424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-217745

Prospectus Supplement No. 4

(To Prospectus dated May 19, 2017)

 

32,397,132 Shares

Park Hotels & Resorts Inc.

Common Stock

 

 

This prospectus supplement (“Prospectus Supplement No. 4”) supplements the prospectus dated May 19, 2017 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-217745), relating to the offer and sale from time to time of up to 32,397,132 shares of our common stock by the selling stockholders named in the Prospectus. Prospectus Supplement No. 4 is being filed to update and supplement the information in the Prospectus, as supplemented by the prospectus supplements dated June 1, 2017, the prospectus supplement No. 2 dated June 14, 2017 and the prospectus supplement No. 3 dated August 3, 2017, with information contained in Item 5.07 in our Current Report on Form 8-K/A, filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2017 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement No. 4.

You should read this Prospectus Supplement No. 4 in conjunction with the Prospectus, including any amendments and supplements hereto. This Prospectus Supplement No. 4 is qualified by reference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement No. 4 supersedes the information contained in the Prospectus. This Prospectus Supplement No. 4 is not complete without, and may not be utilized except in connection with, the Prospectus.

 

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 13 of the Prospectus to read about factors you should consider before buying shares of common stock.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is November 1, 2017

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2017

 

Park Hotels & Resorts Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 Delaware

001-37795

36-2058176

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1600 Tysons Blvd., Suite 1000, McLean, VA

 

22102

(Address of Principal Executive Offices)

 

(Zip Code)

(703) 584-7979

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

Explanatory Note

 

This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Park Hotels & Resorts Inc. (the “Company”) with the U.S. Securities and Exchange Commission on August 1, 2017 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2017 annual meeting of stockholders held on July 28, 2017 (the “2017 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory (non-binding) votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay”).

 

This Amendment should be read in conjunction with the Original Form 8-K. Except for the matters disclosed below, this Amendment does not amend the Original Form 8-K in any way and does not modify or update any other disclosures contained in the Original Form 8-K.

 

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

As previously reported in the Original Form 8-K, in an advisory (non-binding) vote on the frequency of future Say-on-Pay votes held at the 2017 Annual Meeting, a majority of the Company’s stockholders that voted on the matter indicated a preference to hold future Say-on-Pay votes every year as follows:

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

 

190,067,690

 

31,532

 

7,782,051

 

100,215

--

 

In light of these results and in accordance with its previous recommendation in the proxy statement for the 2017 Annual Meeting, the Company’s Board of Directors determined that the Company will hold future Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company’s 2023 annual meeting of stockholders.

 


 

SIGNATURES

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.

 

 

 

Park Hotels & Resorts Inc.

 

 

 

 

Date: November 1, 2017

 

By:

/s/ Sean M. Dell’Orto

 

 

 

Sean M. Dell’Orto

 

 

 

Executive Vice President, Chief Financial Officer and Treasurer