Current Report Filing (8-k)
May 19 2020 - 4:27PM
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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): May 14, 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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¨
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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(a) On May 14, 2020, Ashford
Hospitality Trust, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
As of March 16, 2020, the record date for the Annual Meeting, there were 103,265,600 shares of common stock outstanding and entitled
to vote. At the Annual Meeting, 85,870,118 shares, or approximately 83.15% of the eligible voting shares, were represented either
in person or by proxy.
(b) At the Annual Meeting, the
stockholders voted on the following items:
1. Proposal 1 – To elect
seven nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors
are elected and qualified. The following nominees were elected to the Company's Board of Directors (constituting the entire Board
of Directors), with the voting results for each nominee as shown:
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Broker
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Name
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For
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Withheld
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Non-votes
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Monty J. Bennett
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49,685,392
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11,399,404
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24,785,322
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Benjamin J. Ansell, M.D.
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57,299,597
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3,785,199
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24,785,322
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Amish Gupta
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57,713,829
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3,370,967
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24,785,322
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Kamal Jafarnia
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57,170,770
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3,914,026
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24,785,322
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Frederick J. Kleisner
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57,764,477
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3,320,319
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24,785,322
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Sheri L. Pantermuehl
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57,730,260
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3,354,536
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24,785,322
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Alan L. Tallis
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57,703,708
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3,381,088
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24,785,322
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2. Proposal 2 – To obtain
advisory approval of the Company’s executive compensation. This proposal was approved by the votes indicated below:
For
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Against
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Abstain
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Broker
Non-votes
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53,052,381
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7,554,765
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477,650
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24,785,322
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3. Proposal 3 – To ratify
the appointment of BDO USA, LLP, a national public accounting firm, as the Company's independent auditors for the fiscal year ending
December 31, 2020. This proposal was approved by the votes indicated below:
For
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Against
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Abstain
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79,033,861
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6,215,811
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620,446
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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: May 19, 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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