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 28, 2020
ASHFORD INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36400 | 84-2331507 | ||
|
(State or other jurisdiction of
incorporation
|
(Commission
File Number) |
(IRS employer
|
|
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
Not Applicable
(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:
| ¨ | 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 | true | NYSE American LLC |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Payment of Remaining Portion of 2019 Annual Bonuses
As previously disclosed, in light of the uncertainty regarding the effects of the novel coronavirus (COVID-19), payment of 25% of the 2019 annual bonuses awarded to certain executive officers of Ashford Inc. (the “Company”), including the Company’s named executive officers, was delayed beyond their standard payment date in March 2020, to be paid no later than December 31, 2020. On December 28, 2020, the Company paid the remainder of such 2019 annual bonuses primarily in the form of fully vested shares of common stock issued under the Company’s 2014 Incentive Plan in lieu of cash. Mr. Monty J. Bennett, the Company’s Chief Executive Officer, received the entire remainder of his 2019 annual bonus in the form of common stock.
Each such executive entered into an acknowledgment letter with the Company regarding the satisfaction of the remaining 2019 annual bonus (each, an “Acknowledgement Letter”). This summary description of the Acknowledgement Letter is qualified in its entirety by the full text of the Acknowledgement Letter, 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 | Form of Acknowledgement Letter. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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: December 29, 2020
Exhibit 10.1
ASHFORD INC.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
December 29, 2020
[NAME]
c/o Ashford Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
RE: Payment of Remaining Portion of 2019 Annual Cash Bonus
Dear [NAME],
As we have discussed, in light of the uncertainty created by the effects of the novel coronavirus (Covid-19), the remaining portion of your 2019 annual cash bonus, which represents twenty-five percent (25%) of your overall 2019 annual cash bonus (the “Remaining Portion”) will be paid to you [at least partially] in the form of fully vested common stock of Ashford Inc. (the “Company”) issued under the Company’s 2014 Incentive Plan, by no later than December 31, 2020, [with the proportion paid in stock (or cash, if any) determined by the Company’s Board of Directors in its discretion].
By your signature below, you hereby acknowledge and consent to the payment [of a portion] of the Remaining Portion in the form of fully vested common stock as described above, 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 the Remaining Portion by no later than December 31, 2020 [(including the payment of a portion thereof in the form of common stock)] 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 (and further including, without limitation, the fact that such employment agreement would otherwise generally require payment of your full 2019 annual bonus in cash no later than June 1, 2020). 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.
Very truly yours,
ASHFORD INC.
| By: | |
| Its: |
ACKNOWLEDGED AND AGREED:
| [NAME] |