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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): April 26, 2020

 

 

 

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-31775   86-1062192

(State or other jurisdiction of

incorporation or organization)

 

(Commission file number)

 

(I.R.S. Employer Identification

Number)

 

14185 Dallas Parkway, Suite 1100    
Dallas, Texas   75254

(Address of principal executive

offices)

  (Zip Code)

 

Registrant’s telephone number, including area code: (972) 490-9600

 

N/A
(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:

 

¨ 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 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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   AHT   New York Stock Exchange
Preferred Stock, Series D   AHT-PD   New York Stock Exchange
Preferred Stock, Series F   AHT-PF   New York Stock Exchange
Preferred Stock, Series G   AHT-PG   New York Stock Exchange
Preferred Stock, Series H   AHT-PH   New York Stock Exchange
Preferred Stock, Series I   AHT-PI   New York Stock Exchange

 

 

 

 

 

  

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

 

On April 26, 2020, Douglas A. Kessler, President and Chief Executive Officer of Ashford Hospitality Trust, Inc. (the “Company”), gave notice of his intention to voluntarily resign from his employment and all other positions he holds with the Company’s advisor, Ashford Inc., and its subsidiaries, affiliated entities, and entities that it advises (including the Company) in order to pursue other professional opportunities. Mr. Kessler’s resignation will be effective May 14, 2020.

 

On April 30, 2020, the Board of Directors of the Company appointed the Company’s current Chief Strategy Officer, J. Robison Hays, III, to fill the role of President and Chief Executive Officer at the Company, effective May 14, 2020. In connection with this appointment, Mr. Hays will no longer serve as Chief Strategy Officer.

 

Mr. Hays, age 42, has served as the Company’s Chief Strategy Officer since May 2015 and prior to that served as its Senior Vice President—Corporate Finance and Strategy since 2010. He has been with the Company since 2005. Prior to joining the Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic initiatives. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas. He received his undergraduate degree in Politics from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy.

 

Additional biographical information for Mr. Hays is included in the Company’s definitive proxy statement on Schedule 14A for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 1, 2020, and is incorporated herein by reference, subject to the changes in Mr. Hays’ role as described in this Current Report.

 

There is no arrangement or understanding between Mr. Hays and any other persons in connection with Mr. Hays’ appointment as President and Chief Executive Officer, and Mr. Hays has no family relationship with any director or executive officer of the Company. Mr. Hays has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

 

It is the intention of the Company’s advisor, Ashford Inc., to enter into an amendment to the employment agreement with Mr. Hays to reflect his new position and responsibilities.

 

Item 7.01 Regulation FD Disclosure.

 

The press release issued by the Company on April 30, 2020, announcing the matters described above, is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in Item 7.01, including exhibit 99.1, in this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release dated April 30, 2020.
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

 

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 hereunto duly authorized.

 

  ASHFORD HOSPITALITY TRUST, INC.
   
   
  By: /s/ Robert G. Haiman
    Robert G. Haiman
    Executive Vice President, General Counsel & Secretary

 

Date: April 30, 2020

 

3

 

  

Co-Registrant Preferred Label Common Stock
Co-Registrant Preferred Label Preferred Stock, Series D
Co-Registrant Preferred Label Preferred Stock, Series F
Co-Registrant Preferred Label Preferred Stock, Series G
Co-Registrant Preferred Label Preferred Stock, Series H
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