Sunstone Hotel Investors, Inc.
For the period ended May 1, 2026. Filed Mar 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2026 · Filed Mar 18, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _____)
| Filed by the Registrant ⌧ | |
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| Filed by a Party other than the Registrant ◻ | |
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| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
| Sunstone Hotel Investors, Inc. | |
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| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ⌧ | No fee required. |
| ◻ | Fee paid previously with preliminary materials. |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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Dear Stockholder:
It is a pleasure to invite you to the 2026 annual meeting of stockholders (the “Annual Meeting”) of Sunstone Hotel Investors, Inc. (“Sunstone”), a Maryland corporation, to be held at Hyatt Regency San Francisco hotel, located at 5 Embarcadero Center, San Francisco, CA 94111, on Friday, May 1, 2026, at 8:00 a.m. local time, for the following purposes:
| 1. | Election of nine directors to serve until the next annual meeting and until their successors are elected and qualified; |
| 2. | 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, 2026; |
| 3. | Advisory vote to approve the compensation of Sunstone’s Named Executive Officers, as set forth in the proxy statement for Sunstone’s Annual Meeting (“Say-on-Pay Vote”); and |
| 4. | Transaction of other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment or postponement thereof. |
Only stockholders of record of shares of Sunstone common stock, par value $0.01 per share, at the close of business on March 4, 2026, are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the meeting.
Whether you own a few or many shares and whether or not you plan to attend the Annual Meeting, it is important that your shares be voted on matters that come before the meeting. You can ensure that your shares are voted at the meeting by completing, signing, dating, and returning the enclosed proxy card in the envelope provided or, if you own shares through a bank or broker that provides for voting by telephone or over the Internet, by submitting your authorization to vote by telephone or over the Internet in accordance with your bank’s or broker’s instructions. If your proxy card is signed and returned without specifying your choices, your shares will be voted on each proposal in accordance with our Board of Directors’ recommendations.
We would like to take this opportunity to thank you for your support of Sunstone. We believe that our continued refinement of our compensation and corporate governance practices, coupled with our commitment to building long-term value for our stockholders, positions Sunstone for a promising future. We continue to focus on maintaining compensation and corporate governance practices that align with stockholders, as reflected by the following previously implemented initiatives: Proxy Access; Director Holdover Resignation Guidelines; Limitations on Stockholder Rights Plans; Right of Stockholders to Amend Company Bylaws; Restrictions on Classifying Directors; Anti-Hedging and Pledging policies; Clawback Policy; comprehensive Insider Trading Policy; Double-Trigger accelerated vesting; and a Pay-For-Performance structure that is aligned with our stockholders.
Again, we thank you for your continued support and look forward to a promising future.
By Order of the Board of Directors
David M. Klein
Executive Vice President—General Counsel
and Secretary
| WHEN:May 1, 2026, 8:00 a.m. local timeWHERE:Hyatt Regency San Francisco5 Embarcadero Center, San Francisco, CA 94111AGENDA:1. Election of nine directors to serve until the next annual meeting and until their successors are elected and qualified;2. Ratify the appointment of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year ending December 31, 2026; and3. Advisory Say-on-Pay Vote. | | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
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| March 18, 2026You are invited to Sunstone’s 2026 annual meeting of stockholders, or the Annual Meeting. Only stockholders of record at the close of business on March 4, 2026 are entitled to notice of and to vote at the Annual Meeting. Stockholders can vote online, by telephone, by completing and returning the proxy card, or by attending the Annual Meeting. This Notice and the proxy card itself have detailed instructions for voting, including voting deadlines. | |||
| InternetVisit the website noted on your proxy card to vote online. | TelephoneUse the toll-free telephone number on your proxy card to vote by telephone. | MailSign, date, and return your proxy card in the enclosed envelope to vote by mail. | In PersonCast your vote in person at the Annual Meeting. |
| Stockholders may revoke a proxy (change or withdraw their votes) at any time prior to the Annual Meeting by following the instructions in the Proxy Statement.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSPursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), we are primarily furnishing proxy materials to our stockholders via the Internet rather than mailing paper copies of the materials. This Proxy Statement and Sunstone’s annual report on Form 10–- K for the fiscal year ended December 31, 2025 (“Annual Report”) are available on the Internet at www.proxyvote.com. Internet distribution of the proxy materials is designed to expedite receipt by stockholders, lower costs and reduce the environmental impact of the Annual Meeting.The Notice of Internet Availability of Proxy Materials (“Notice Card”), has instructions on how to access and review our proxy materials online, as well as instructions for online or telephone voting. We sent the Notice Card to our stockholders on or about March 18, 2026. Stockholders who previously indicated a preference for paper copies of our proxy materials received paper copies. If you received a Notice Card but would like to request paper copies of our proxy materials, you may do so by following the instructions described in the Notice Card. | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.