Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2020, the board of directors (the “Board”) of Ashford Hospitality Trust, Inc. (the “Company”) appointed J. Robison Hays, III, the President and Chief Executive Officer of the Company, as a member of the Board, effective immediately, to serve a term ending on the date of the Company’s 2021 Annual Meeting of Stockholders. Effective June 16, 2020, the Board also increased the size of the Board from seven to eight members. Mr. Hays will not serve on a Board committee. No additional compensation will be paid to Mr. Hays in connection with the performance of his additional duties as a member of the Board. There are no arrangements or understandings between Mr. Hays and any other person pursuant to which he was selected to serve as director.
Item 7.01 Regulation FD Disclosure.
The Board will suspend payment and not declare a dividend for its Series D Cumulative Preferred Stock, Series F Cumulative Preferred Stock, Series G Cumulative Preferred Stock, Series H Cumulative Preferred Stock or Series I Cumulative Preferred Stock for the second quarter ending June 30, 2020. The Board will also not declare a dividend on its common stock for the second quarter ending June 30, 2020, which is consistent with its previously announced suspension of the common stock dividend policy.
The information furnished pursuant to this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Safe Harbor for Forward-Looking Statements
Certain statements made in this Form 8-K, including all exhibits attached hereto, could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When the Company uses the words “will,” “may,” “anticipate,” “estimate,” “should,” “could,” “expect,” “believe,” “intend,” “potential,” or similar expressions, it intends to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s business and investment strategy, its understanding of its competition, current market trends and opportunities, projected operating results, and projected capital expenditures.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated including, without limitation: the impact of COVID-19 on our business and investment strategy; our ability to open our hotels in accordance with our announced re-opening schedule; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our ability to obtain future financing arrangements or restructure existing property level indebtedness; our understanding of our competition; market trends; projected capital expenditures; and the impact of technology on our operations and business. These and other risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission.