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 25, 2012

 

 

CHESAPEAKE LODGING TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34572   27-0372343

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1997 Annapolis Exchange Parkway, Suite 410

Annapolis, MD

  21401
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (410) 972-4140

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Shareholders of Chesapeake Lodging Trust, the Trust’s shareholders approved the proposed amendment to the Trust’s equity plan described in the Trust’s 2012 proxy statement. As a result of the amendment, the number of shares available for issuance under the equity plan was increased by 2,750,000 and the list of performance criteria applicable to performance-based awards that may be made under the equity plan in the future was amended to read as described in the Trust’s 2012 proxy statement. A copy of the amendment to the equity plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Trust held its 2012 Annual Meeting on May 25, 2012. The voting results on the proposals considered at the 2012 Annual Meeting are provided below.

Proposal 1

The voting results on the proposal to re-elect seven nominees to the Board of Trustees were as follows:

 

     For      Withheld      Broker Non-Vote  

James L. Francis

     29,667,809         37,681         1,034,106   

Douglas W. Vicari

     28,696,770         1,008,720         1,034,106   

Thomas A. Natelli

     29,488,921         216,569         1,034,106   

Thomas D. Eckert

     29,475,709         229,781         1,034,106   

John W. Hill

     29,470,363         235,127         1,034,106   

George F. McKenzie

     29,661,201         44,289         1,034,106   

Jeffrey D. Nuechterlein

     29,661,201         44,289         1,034,106   

Proposal 2

The voting results on the proposal to ratify Ernst & Young LLP as the Trust’s independent registered public accounting firm were as follows:

 

For

   Against    Abstain    Broker
Non-Vote
30,681,864    51,873    5,859    - 0 -

Proposal 3

The voting results on the proposal to approve an amendment to the Trust’s equity plan to increase the number of shares reserved for issuance under it and to approve the performance criteria for performance-based awards granted under the equity plan were as follows:

 

For

   Against    Abstain    Broker
Non-Vote
22,830,895    6,826,986    47,609    1,034,106

Proposal 4

The voting results on the non-binding advisory resolution to approve the Trust’s executive compensation program as reported in the Trust’s 2012 proxy statement were as follows:

 

For

   Against    Abstain    Broker
Non-Vote
27,597,807    663,455    1,444,228    1,034,106

 

Item 8.01. Other Events.

On May 29, 2012, the Trust issued a press release indicating that its Board of Trustees had declared a cash dividend of $0.22 per common share, payable on July 13, 2012 to shareholders of record as of June 30, 2012. As June 30, 2012 falls on a Saturday, the effective record date for the dividend will be the close of business on Friday, June 29, 2012.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Amendment to the Chesapeake Lodging Trust Equity Plan

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.

 

Date: May 30, 2012     CHESAPEAKE LODGING TRUST
    By:  

/s/ Graham J. Wootten

      Graham J. Wootten
      Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

 

10.1 Amendment to the Chesapeake Lodging Trust Equity Plan.

Exhibit 10.1

AMENDMENT TO THE

CHESAPEAKE LODGING TRUST EQUITY PLAN

The Chesapeake Lodging Trust Equity Plan (the “Plan”), is hereby amended as follows:

 

  1. Section 4.1 of the Plan is amended to provide that, subject to such additional Shares as shall be available for issuance under the Plan pursuant to Section 4.2 and subject to adjustment pursuant to Section 18 , the maximum number of Shares available for issuance under the Plan shall be equal to 2,760,134 Shares.

 

  2. Section 15.2.2 of the Plan shall be amended to read in its entirety as follows:

One or more of the following business criteria for the Trust, on a consolidated basis, and/or specified subsidiaries or business units of the Trust (except with respect to the total shareholder return and earnings per Share criteria), shall be used exclusively by the Committee in establishing performance goals for such Performance or Annual Incentive Awards:

 

  •  

total shareholder return;

 

  •  

total shareholder return as compared to total return (on a comparable basis) of a publicly available index, such as, but not limited to, the Standard & Poor’s 500 Stock Index or the SNL U.S. REIT Hotel Index prepared by SNL Financial LC;

 

  •  

Hotel EBITDA, defined as total revenue, less total hotel operating expenses;

 

  •  

Adjusted Hotel EBITDA, defined as Hotel EBITDA further adjusted for non-cash amortization of intangible assets;

 

  •  

net income;

 

  •  

pretax earnings;

 

  •  

earnings before interest expense and taxes;

 

  •  

earnings before interest expense, taxes, depreciation and amortization, or EBITDA;

 

  •  

Adjusted EBITDA, defined as EBITDA further adjusted for hotel acquisition costs and non-cash amortization of intangible assets;

 

  •  

Room revenue per available room, or RevPAR, and RevPAR growth metrics;

 

  •  

RevPAR penetration, which measures the RevPAR of our hotels in comparison to each other hotel in the competitive set in each of our hotels’ markets;

 

  •  

other measures relating to the operating profits or cash flows generated by our hotels;

 

  •  

pretax operating earnings after interest expense and before bonuses, service fees and extraordinary or special items;

 

  •  

operating margin;

 

  •  

earnings per share;

 

  •  

return on equity;

 

  •  

return on assets;

 

  •  

return on capital;

 

  •  

return on investment;

 

  •  

operating earnings;

 

  •  

working capital;

 

  •  

ratio of debt to shareholders’ equity;

 

  •  

revenue;

 

  •  

book value;

 

  •  

FFO or FFO per share and Adjusted FFO and Adjusted FFO per share;

 

  •  

cash available for distribution, or CAD, per share;

 

  •  

cash flow;

 

  •  

economic value-added models or equivalent metrics; or

 

  •  

reductions in costs.

Except as amended above, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, Chesapeake Lodging Trust has executed this Amendment to the Plan as of this 25 th day of May, 2012.

 

CHESAPEAKE LODGING TRUST
By:  

/s/ Graham J. Wootten

 

Graham J. Wootten

Senior Vice President, Chief Accounting Officer and Secretary