Current Report Filing (8-k)
April 30 2020 - 4:16PM
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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
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001-31775
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86-1062192
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer Identification
Number)
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14185 Dallas Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of principal executive
offices)
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(Zip Code)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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AHT
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New York Stock Exchange
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Preferred Stock, Series D
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AHT-PD
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New York Stock Exchange
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Preferred Stock, Series F
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AHT-PF
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New York Stock Exchange
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Preferred Stock, Series G
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AHT-PG
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New York Stock Exchange
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Preferred Stock, Series H
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AHT-PH
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New York Stock Exchange
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Preferred Stock, Series I
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AHT-PI
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New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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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.
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Item 7.01
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Regulation FD Disclosure.
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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.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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ASHFORD
HOSPITALITY TRUST, INC.
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By:
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/s/ Robert G. Haiman
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Robert G. Haiman
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Executive Vice President, General Counsel & Secretary
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Date: April 30, 2020
Co-Registrant Preferred Label
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Common Stock
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Co-Registrant Preferred Label
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Preferred Stock, Series D
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Co-Registrant Preferred Label
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Preferred Stock, Series F
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Co-Registrant Preferred Label
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Preferred Stock, Series G
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Co-Registrant Preferred Label
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Preferred Stock, Series H
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