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DIAMONDROCK HOSPITALITY CO. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and DIAMONDROCK HOSPITALITY CO.’s Form 8-K, filed May 2, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 11Reported items
  • 274Asset managers
  • 3,305Fund votes
  • May 1, 2024Meeting date

Results at a glance

Meeting of May 1, 2024: 10 items on DIAMONDROCK HOSPITALITY CO.’s Form 8-K, filed May 2, 2024: 7 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore DIAMONDROCK HOSPITALITY CO. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by DIAMONDROCK HOSPITALITY CO.

These tallies are DIAMONDROCK HOSPITALITY CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 2, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

DIAMONDROCK HOSPITALITY CO. — official shareholder meeting results, meeting held May 1, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: William W. McCarten 193,066,9822,302,05013,488 --1,594,952 99%Elected—
Elect Director: Timothy R. Chi 166,399,82128,961,87920,820 --1,594,952 85%Elected—
Elect Director: Michael A. Hartmeier 188,112,9697,250,25719,294 --1,594,952 96%Elected—
Elect Director: Kathleen A. Merrill 189,036,1536,334,85311,514 --1,594,952 97%Elected—
Elect Director: William J. Shaw 186,034,4359,331,16516,920 --1,594,952 95%Elected—
Elect Director: Bruce D. Wardinski 186,537,0358,814,72830,757 --1,594,952 95%Elected—
Elect Director: Tabassum S. Zalotrawala 189,038,5506,335,3858,585 --1,594,952 97%Elected—
2. On a non-binding, advisory basis, the compensation of the Company's named executive officers 187,832,8257,518,20331,492 --1,594,952 96%Approved—
3. The appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 190,427,5526,539,71810,202 ---- 97%Approved—
4. The 2024 Plan 189,270,7596,080,27531,486 --1,594,952 97%Approved—

This meeting is also recorded here as May 2, 2024; both records come from the same filing, so the date should be checked against it.

Source: DIAMONDROCK HOSPITALITY CO., Form 8-K, filed with the SEC on May 2, 2024 — read the filing on EDGAR.

How asset managers voted at the DIAMONDROCK HOSPITALITY CO. 2023-2024 meeting

Each item below shows how the 274 asset managers that disclosed a DIAMONDROCK HOSPITALITY CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of DIAMONDROCK HOSPITALITY CO.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Bruce D. Wardinski

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 186,537,035AGAINST: 8,814,728
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: Bruce D. Wardinski

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: Bruce D. Wardinski”): 186,537,035 for, 8,814,728 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,794,536 for, 231,715 against.

FOR
FOR: 120,794,536AGAINST: 231,715
Largest asset managers voting on “Election of Directors: Bruce D. Wardinski” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,769,0811,281 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO978,2553,661 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

2. Elect Director: Kathleen A. Merrill

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 189,036,153AGAINST: 6,334,853
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: Kathleen A. Merrill

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: Kathleen A. Merrill”): 189,036,153 for, 6,334,853 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,900,748 for, 125,503 against.

FOR
FOR: 120,900,748AGAINST: 125,503
Largest asset managers voting on “Election of Directors: Kathleen A. Merrill” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,769,374988 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO981,9160 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

3. Elect Director: Michael A. Hartmeier

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 188,112,969AGAINST: 7,250,257
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: Michael A. Hartmeier

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: Michael A. Hartmeier”): 188,112,969 for, 7,250,257 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,835,958 for, 190,293 against.

FOR
FOR: 120,835,958AGAINST: 190,293
Largest asset managers voting on “Election of Directors: Michael A. Hartmeier” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,769,374988 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO981,9160 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

4. Elect Director: Tabassum S. Zalotrawala

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 189,038,550AGAINST: 6,335,385
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: Tabassum S. Zalotrawala

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: Tabassum S. Zalotrawala”): 189,038,550 for, 6,335,385 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,900,748 for, 125,503 against.

FOR
FOR: 120,900,748AGAINST: 125,503
Largest asset managers voting on “Election of Directors: Tabassum S. Zalotrawala” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,769,374988 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO981,9160 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

5. Elect Director: Timothy R. Chi

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST
FOR: 166,399,821AGAINST: 28,961,879
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: Timothy R. Chi

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: Timothy R. Chi”): 166,399,821 for, 28,961,879 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 110,516,193 for, 10,510,058 against.

FOR
FOR: 110,516,193AGAINST: 10,510,058
Largest asset managers voting on “Election of Directors: Timothy R. Chi” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie05,462,141 00Against
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street62,7643,707,598 00Against
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO981,9160 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

6. Elect Director: William J. Shaw

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 186,034,435AGAINST: 9,331,165
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: William J. Shaw

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: William J. Shaw”): 186,034,435 for, 9,331,165 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,807,618 for, 218,633 against.

FOR
FOR: 120,807,618AGAINST: 218,633
Largest asset managers voting on “Election of Directors: William J. Shaw” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,769,374988 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO981,9160 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

7. Elect Director: William W. McCarten

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 193,066,982AGAINST: 2,302,050
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: Election of Directors: William W. McCarten

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“Elect Director: William W. McCarten”): 193,066,982 for, 2,302,050 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following directors were elected to the Company's Board of Directors (constituting the entire Board of Directors) to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,670,464 for, 355,787 against.

FOR
FOR: 120,670,464AGAINST: 355,787
Largest asset managers voting on “Election of Directors: William W. McCarten” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,769,737625 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO981,9160 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

8. ELECTION OF DIRECTOR: MARK W. BRUGGER

No official matchDIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

97% of fund votes cast · no official result

ABSTAIN
Details: votes by 34 asset managers

The 34 asset managers below reported 1,054,029 for, 36,832 against, 6,782,563 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,054,029AGAINST: 36,832ABSTAIN: 6,782,563
Largest asset managers voting on “ELECTION OF DIRECTOR: MARK W. BRUGGER” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Charles Schwab00 4,248,7480Abstain
JPMorgan00 805,0770Abstain
Jackson National00 555,1070Abstain
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Transamerica00 234,0000Abstain
SEI00 193,8190Abstain
Allianz00 110,1980Abstain
Total Fund Solution00 101,0630Abstain
Bridge Builder Trust00 99,6950Abstain
Global X00 94,6740Abstain
John Hancock00 78,3430Abstain
ADVISORS SERIES TRUST00 66,3330Abstain
RBC FUNDS TRUST00 64,7900Abstain
ETF Series Solutions00 48,9910Abstain
STERLING CAPITAL FUNDS00 47,5060Abstain
TARGET PORTFOLIO TRUST38,2000 00For
Northern Lights Fund Trust IV036,832 00Against
Prudential/PGIM31,9540 00For
Cambria ETF Trust28,5910 00For
Brighthouse00 16,3980Abstain
RBB FUND, INC.13,1300 00For
Tidal ETF Trust6,1840 00For
Lincoln Financial00 5,3770Abstain
NEW COVENANT FUNDS00 4,5750Abstain

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

9. 4. The 2024 Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 189,270,759AGAINST: 6,080,275
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: To approve a new equity incentive plan for DiamondRock Hospitality Company.

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“4. The 2024 Plan”): 189,270,759 for, 6,080,275 against — passed, per its Form 8-K filed May 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the 2024 Plan.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 120,198,140 for, 375,333 against.

FOR
FOR: 120,198,140AGAINST: 375,333
Largest asset managers voting on “To approve a new equity incentive plan for DiamondRock Hospitality Company.” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,770,068294 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO978,2553,661 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

10. 2. On a non-binding, advisory basis, the compensation of the Company's named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%
FOR: 187,832,825AGAINST: 7,518,203
Details: description as filed, official tally, votes by 272 asset managers

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement.

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“2. On a non-binding, advisory basis, the compensation of the Company's named executive officers”): 187,832,825 for, 7,518,203 against — passed, per its Form 8-K filed May 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 95 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed i” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,770,068294 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO978,2553,661 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Fund voting reports, all 95 managers: 120,655,345 for, 370,656 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 200 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed i” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity14,716,5810 00For
PRINCIPAL GLOBAL INVESTORS14,539,6650 00For
State Street10,500,35367,326 00For
PZENA INVESTMENT MANAGEMENT LLC8,093,6400 00For
BlackRock7,027,4052,602 00For
Invesco5,500,7670 00For
GEODE CAPITAL MANAGEMENT, LLC5,031,8610 00For
Charles Schwab4,382,2510 00For
CENTERSQUARE INVESTMENT MANAGEMENT LLC3,494,8100 00For
Ensign Peak Advisors, Inc2,652,7470 00For
Northern Trust2,415,918138,776 00Mixed
Victory Capital2,495,76922,949 00For
MELLON INVESTMENTS Corp2,043,1350 00For
VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V.1,914,2380 00For
Alyeska Investment Group, L.P.1,848,7720 00For
JPMorgan1,633,8900 00For
BROOKFIELD Corp /ON/1,400,1960 00For
NEW YORK STATE TEACHERS RETIREMENT SYSTEM1,310,7740 00For
Aberdeen1,205,0050 00For
H/2 CREDIT MANAGER LP1,182,9730 00For
Goldman Sachs1,167,8990 00For
Nuveen1,042,9350 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP985,12526,083 00For
UBS0785,623 00Against
SYSTEMATIC FINANCIAL MANAGEMENT LP744,3530 00For

Institutional-manager reports, all 200 managers: 107,378,396 for, 4,646,762 against, 164 not voted. Showing the 25 largest; see all in the interactive database.

11. 3. The appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2024

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 190,427,552AGAINST: 6,539,718
Details: description as filed, official tally, votes by 96 asset managers

Description as filed by funds: To ratify the appointment of KPMG LLP as the independent auditors for DiamondRock Hospitality Company for the fiscal year ending December 31, 2024.

DIAMONDROCK HOSPITALITY CO.’s own tally for this item (“3. The appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2024”): 190,427,552 for, 6,539,718 against — passed, per its Form 8-K filed May 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2024.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 96 asset managers below reported 120,751,961 for, 274,290 against.

FOR
FOR: 120,751,961AGAINST: 274,290
Largest asset managers voting on “To ratify the appointment of KPMG LLP as the independent auditors for DiamondRock Hospitality Company for the ” at DIAMONDROCK HOSPITALITY CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard40,714,0250 00For
BlackRock25,668,4710 00For
Fidelity8,863,2210 00For
Invesco7,057,6160 00For
Delaware/Macquarie5,462,1410 00For
Principal4,701,6540 00For
Charles Schwab4,248,7480 00For
State Street3,770,068294 00For
Dimensional2,465,6410 00For
Apollo Diversified Real Estate Fund1,493,4500 00For
Victory Capital1,414,2020 00For
Goldman Sachs1,161,5020 00For
PIMCO978,2553,661 00For
TIAA965,2420 00For
Columbia Threadneedle823,3210 00For
JPMorgan805,0770 00For
Northern Trust595,2430 00For
Equitable578,3010 00For
MassMutual569,1700 00For
Jackson National555,1070 00For
World Funds Trust471,8160 00For
Russell Investments461,0210 00For
Brookfield Investment Funds388,3260 00For
QUANTITATIVE MASTER SERIES LLC371,2730 00For
First Trust370,9370 00For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

Largest DIAMONDROCK HOSPITALITY CO. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 210,064,433 shares outstanding at the time of that meeting.

Fund voting reports: top DIAMONDROCK HOSPITALITY CO. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 19.38%
2BlackRock 12.22%
3Fidelity 4.22%
4Invesco 3.36%
5Delaware/Macquarie 2.60%
6Principal 2.24%
7Charles Schwab 2.02%
8State Street 1.79%
9Dimensional 1.17%
10Apollo Diversified Real Estate Fund 0.71%
Institutional-manager reports: top DIAMONDROCK HOSPITALITY CO. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers…”, 2023-2024
#Asset manager % of shares outstanding
1Fidelity 7.01%
2PRINCIPAL GLOBAL INVESTORS 6.92%
3State Street 5.03%
4PZENA INVESTMENT MANAGEMENT LLC 3.85%
5BlackRock 3.35%
6Invesco 2.62%
7GEODE CAPITAL MANAGEMENT, LLC 2.40%
8Charles Schwab 2.09%
9CENTERSQUARE INVESTMENT MANAGEMENT LLC 1.66%
10Ensign Peak Advisors, Inc 1.26%

Reported DIAMONDROCK HOSPITALITY CO. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

DIAMONDROCK HOSPITALITY CO. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 17.59% 13F
Vanguard Group 16.06% 13F
FMR LLC 7.09% DEF14A
State Street Corporation 6.45% DEF14A
Invesco 3.28% 13F
JPMorgan Chase 2.62% 13F
Geode Capital 2.43% 13F
Charles Schwab 2.07% 13F
Morgan Stanley 1.43% 13F
Dimensional Fund Advisors 1.42% 13F

Percentages above are of 210,064,433 shares outstanding, as reported by DIAMONDROCK HOSPITALITY CO. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from DIAMONDROCK HOSPITALITY CO.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At DIAMONDROCK HOSPITALITY CO.'s shareholder meeting held May 1, 2024, in the 2023-2024 proxy season, 274 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,305 separate fund positions. Their filings are grouped here into 11 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the compensation of the named executive officers… — DIAMONDROCK HOSPITALITY CO.'s filing reports the proposal as approved, with 96% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: DIAMONDROCK HOSPITALITY CO.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 2, 2024.

DIAMONDROCK HOSPITALITY CO. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.