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 15, 2020
ASHFORD INC.
(Exact name of registrant as specified in its charter)
|
Nevada |
001-36400 |
84-2331507 |
||||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(IRS 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 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 |
Name of each exchange on which
registered |
||
| Common Stock | AINC | NYSE American LLC | ||
| Preferred Stock Purchase Rights | NYSE American LLC |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Form of Chief Executive Officer Base Salary Payments
On May 15, 2020, Ashford Inc. (the “Company”) and its Chief Executive Officer, Mr. Monty J. Bennett, entered into a letter agreement (the “Letter Agreement”) pursuant to which, effective as of May 15, 2020 and continuing through and including the Company’s last payroll period in 2020, Mr. Monty J. Bennett will accept payment of his base salary (as previously reduced by mutual agreement of the Company and Mr. Monty J. Bennett) in the form of common stock of the Company, issued pursuant to the Company’s 2014 Incentive Plan, as amended. The Board and Mr. Bennett agreed to effectuate this change to preserve Company liquidity as the Company navigates the effects of the novel coronavirus (Covid-19).
This summary description of the Letter Agreement is qualified in its entirety by the Letter Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number |
Exhibit Description | |
| 10.1 | Letter Agreement, by and between Ashford Inc. and Monty J. Bennett, dated as of May 15, 2020. |
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 INC. | ||
| By: | /s/ Robert G. Haiman | |
| Robert G. Haiman | ||
| Executive Vice President, General Counsel and Secretary | ||
| Dated: May 19, 2020 | ||
Exhibit 10.1
Ashford Inc.
May 15, 2020
Monty J. Bennett
c/o Ashford Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
RE: Base Salary Payments
Dear Monty,
As we have discussed, in light of the uncertainty created by the effects of the novel coronavirus (Covid-19), subject to your signature below, Ashford Inc. (the “Company”) will pay you your base salary (as reduced pursuant to that certain letter agreement, by and between you and the Company, dated as of March 15, 2020 (the “Waiver Letter”)) in the form of unrestricted shares of common stock of the Company, par value $0.001 per share (“Common Stock”), in lieu of cash. This arrangement is effective as of May 15, 2020, and will continue through and including the Company’s last payroll period in 2020 (the “Effective Period”).
Each issuance of Common Stock will occur on or as soon as reasonably practicable following each regular payroll date (each a “Payment Date”) during the Effective Period, and will be for a number of shares equal to (x)(A) the cash salary that would have been paid to you on such Payment Date pursuant to the Company’s normal payroll practices, absent this letter agreement, less (B) any tax amounts (federal, state, local, or other) that are required to be withheld by the Company with respect to such salary (which withheld tax amounts the Company will remit to the appropriate tax authorities) or other deductions in accordance with your elections under any employee benefit plans, programs, or arrangements of the Company or its subsidiaries, divided by (y) the volume weighted average price per share of the Common Stock over all trading days in the period commencing on the first trading date in the applicable payroll period to which payment on such Payment Date relates and ending on the last trading date immediately prior to the last day in such applicable payroll period (as calculated by the Compensation Committee of the Board or its designee). The Common Stock will be issued to you under, and subject to the terms of, the Company’s 2014 Incentive Plan, as amended.
Please note that this change in payment form does not change your targeted incentive bonus percentages for purposes of the Company’s annual cash incentive program. For the avoidance of doubt, the Waiver Letter remains in full force and effect in accordance with its terms. You acknowledge and agree that any cash base salary paid to you prior to the Effective Period shall satisfy any minimum wages that are required to be paid to you in cash under any applicable law.
By your signature below, you hereby acknowledge and consent to this arrangement, and further acknowledge and agree that you shall not have, and hereby waive, any right to resign for “Good Reason” (or any term of similar meaning) solely in connection with the payment of your base salary in the form of Common Stock as described in this letter, under any and all employment, compensation, and benefits agreements, programs, policies, and arrangements of the Company and the entities that it and its subsidiaries advise, including, without limitation, your employment agreement with the Company (and Ashford Hospitality Advisors, LLC). You expressly acknowledge and agree that all such entities are third party beneficiaries of this letter agreement.
We appreciate your continued service in helping the Company navigate the uncertainty created by Covid-19.
[signature page follows]
| Very truly yours, | |
| ASHFORD INC. | |
| /s/ Robert G. Haiman | |
| By: Robert G. Haiman | |
| Its: EVP, General Counsel & Secretary | |
| ACKNOWLEDGED AND AGREED: | |
| /s/ Monty J. Bennett | |
| Monty J. Bennett |
[Signature Page to Bennett Letter re: Form of Base Salary Payments]