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): March 15, 2022
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-31775 | 86-1062192 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS employer identification number) | ||
| 14185 Dallas Parkway, Suite 1200 | ||||
| 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(s) | Name of each exchange on which registered | ||
| Common Stock | AHT | New York Stock Exchange | ||
| Preferred Stock, Series D | AHT-PD | New York Stock Exchange | ||
| Preferred Stock, Series F | AHT-PF | New York Stock Exchange | ||
| Preferred Stock, Series G | AHT-PG | New York Stock Exchange | ||
| Preferred Stock, Series H | AHT-PH | New York Stock Exchange | ||
| Preferred Stock, Series I | AHT-PI | New York Stock Exchange |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 15, 2022, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) entered into a Limited Waiver Under Advisory Agreement (the “Limited Waiver”) with Ashford Hospitality Limited Partnership (the “Operating Partnership”), Ashford TRS Corporation (“TRS”), Ashford Inc. (“AINC”) and Ashford Hospitality Advisors LLC (together with AINC, the “Advisor”).
As previously disclosed, the Company, the Operating Partnership, TRS and the Advisor are parties to a Second Amended and Restated Advisory Agreement, dated as of January 14, 2021 (the “Advisory Agreement”), which (i) allocates responsibility for certain employee costs between the Company and the Advisor, and (ii) permits the board of directors of the Company (the “Board”) to issue annual equity awards in the Company or the Operating Partnership to employees and other representatives of the Advisor based on achievement by the Company of certain financial or other objectives, or otherwise as the Board sees fit.
Pursuant to the Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in the Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2022 (the “Waiver Period”), cash incentive compensation to employees and other representatives of the Advisor; provided that such awarded cash incentive compensation does not exceed $8,476,000, in the aggregate, during the Waiver Period.
The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited Waiver, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Limited Waiver Under Advisory Agreement, dated as of March 15, 2022, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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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.
| ASHFORD INC. | ||
| By: | /s/ Alex Rose | |
| Alex Rose Executive Vice President, General Counsel & Secretary | ||
Date: March 16, 2022
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Exhibit 10.1
LIMITED WAIVER UNDER ADVISORY AGREEMENT
This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver”) is entered into as of March 15, 2022, by and among ASHFORD HOSPITALITY TRUST, INC. (the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), ASHFORD TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC (“Ashford LLC” and, together with AINC, the “Advisor”).
RECITALS:
A. The parties hereto are parties to that certain Second Amended and Restated Advisory Agreement, dated as of January 14, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Advisory Agreement”).
B. Section 5 of the Advisory Agreement allocates responsibility for certain employee costs between the Company and the Advisor.
C. Section 6.3 of the Advisory Agreement provides that, subject to the limitations set forth therein, the Board of Directors of the Company shall issue annual equity awards in the Company or the Operating Partnership to employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor, based on achievement by the Company of certain financial or other objectives or otherwise as the Board of Directors of the Company sees fit.
D. The Company has determined that it is in the best interests of the Company to award cash compensation to employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor, and, as more fully set forth herein, the parties hereto desire to provide for a waiver of the operation of provisions under the Advisory Agreement, if any, that might otherwise limit the Company’s ability to make such awards.
AGREEMENT:
In consideration of the premises and mutual covenants herein and for other valuable consideration, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used in this Waiver but not defined have the meaning provided in the Advisory Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Advisory Agreement shall refer to the Advisory Agreement after giving effect to this Waiver.
Section 2. Waiver.
2.1 The Company, the Operating Partnership, TRS and the Advisor hereby waive the operation of any provision in the Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2022 (the “Waiver Period”) cash incentive compensation to employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor, in each case on a current, deferred and/or contingent basis and subject to such other terms and conditions as the Board of Directors of the Company or its delegates may establish in their discretion; provided, that, in no event shall this Waiver permit the Company to award during the Waiver Period cash incentive compensation in excess of $8,476,000, in the aggregate.
2.2 The waiver contained in this Waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to be a consent to any other transaction or matter or waiver of compliance in the future, or a waiver of any preceding or succeeding breach of the same or any other covenant or provision of the Advisory Agreement.
Section 3. Miscellaneous.
3.1 Advisory Agreement Unaffected. Each reference to the Advisory Agreement shall hereafter be construed as a reference to the Advisory Agreement after giving effect to this Waiver. Except as herein otherwise specifically provided, all provisions of the Advisory Agreement (after giving effect to this Waiver) shall remain in full force and effect and be unaffected hereby.
3.2 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
3.3 Counterparts. This Waiver may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature or other electronic transmissions, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
3.4 Governing Law; Consent to Jurisdiction. The provisions of Section 21 of the Advisory Agreement shall be set forth herein mutatis mutandis.
[Signature pages follow.]
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IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the date first above written.
| ASHFORD HOSPITALITY TRUST, INC. | ||
| By: | /s/ J. Robison Hays III | |
| Name: | J. Robison Hays III | |
| Title: | Chief Executive Officer | |
| ASHFORD HOSPITALITY LIMITED PARTNERSHIP | ||
| By: Ashford OP General Partner LLC, its general partner | ||
| By: | /s/ Alex Rose | |
| Name: | Alex Rose | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| ASHFORD TRS CORPORATION | ||
| By: | /s/ Deric S. Eubanks | |
| Name: | Deric S. Eubanks | |
| Title: | President and Secretary | |
| ASHFORD HOSPITALITY ADVISORS LLC | ||
| By: | /s/ Jeremy Welter | |
| Name: | Jeremy Welter | |
| Title: | President and Chief Operating Officer | |
| ASHFORD INC. | ||
| By: | /s/ Jeremy Welter | |
| Name: | Jeremy Welter | |
| Title: | President and Chief Operating Officer | |
[Signature Page to Waiver]