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): December 8, 2017

 

ASHFORD HOSPITALITY PRIME, INC.

(Exact name of registrant as specified in its charter)

 

MARYLAND

 

001-35972

 

46-2488594

(State of Incorporation)

 

(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

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     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             x

 

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.  o

 

 

 


 

ITEM 3.03    MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

The information set forth in Item 5.03 below regarding the Amendment (as defined below) is incorporated by reference into this Item 3.03.

 

ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On December 8, 2016, Ashford Hospitality Prime, Inc. (the “Company”) filed Amendment Number One (the “Amendment”) to its Articles of Amendment and Restatement to amend the voting standard for elections of directors.  Pursuant to the Amendment, a majority of votes cast voting standard is required for director elections with an exception providing for a plurality of votes cast voting standard in contested elections.  In the event of a contested election, a plurality voting standard will apply to guard against a failed election contest in which no candidate receives a majority of the “for” votes.

 

The description of the Amendment in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 3.1 to this Current Report and incorporated herein.

 

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit

 

Description

 

 

 

3.1

 

Amendment Number One to Articles of Amendment and Restatement of Ashford Hospitality Prime, Inc.

 

2


 

SIGNATURE

 

Pursuant to the requirements of Section 12 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.

 

Dated: December 8, 2017

 

 

ASHFORD HOSPITALITY PRIME, INC.

 

 

 

 

 

By:

/s/ David A. Brooks

 

 

David A. Brooks

 

 

Chief Operating Officer and General Counsel

 

3

Exhibit 3.1

 

AMENDMENT NUMBER ONE

 

TO

 

ARTICLES OF AMENDMENT AND RESTATEMENT

 

ASHFORD HOSPITALITY PRIME, INC. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Maryland, DOES HEREBY CERTIFY to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: Article VII, Section 2 of the Articles of Amendment and Restatement of the Corporation is amended to read in its entirety as follows (the “ Amendment ”):

 

Section 2.      ELECTION OF DIRECTORS.    A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that nominee’s election); provided however, that in the case of a contested election, directors shall be elected by a plurality of the votes cast (in which case stockholders shall not be permitted to cast votes against the election of directors). In the election of directors, each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Cumulative voting is not permitted. For purposes of this Article VII, a “contested election” shall mean any election of directors with respect to which (i) the Corporation receives notice that a stockholder has nominated an individual for election as a director in compliance with the requirements set forth in the Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the date the Corporation first mails its notice of meeting for such meeting to the stockholders, and, as a result of which, there are more nominees than directorships.

 

SECOND: The foregoing Amendment has been advised by the Board of Directors and approved by the stockholders of the Corporation.

 

[Remainder of Page Intentionally Left Blank]

 


 

IN WITNESS WHEREOF, on this 7 th  day of  December, 2017, the Corporation has caused this Amendment to the Articles of Amendment and Restatement of the Corporation to be executed and acknowledged in its name and on its behalf by its Chief Financial Officer and attested to by its Secretary; and the Chief Financial Officer acknowledges that these Articles of Amendment of Articles of Incorporation are the act of the Corporation, and the Chief Financial Officer further acknowledges that, as to all matters or facts set forth herein that are required to be verified under oath, such matters and facts are true in all material respects to the best of his knowledge, information and belief, and that this statement is made under the penalties for perjury.

 

 

ASHFORD HOSPITALITY PRIME, INC.

 

 

 

 

By:

/s/ Deric S. Eubanks 

 

 

Deric S. Eubanks,

 

 

Chief Financial Officer

ATTEST:

 

 

 

 

 

  By:

/s/ David A. Brooks 

 

 

 

 

David A. Brooks,

 

 

 

 

Secretary