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 16, 2017
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-31775
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86-1062192
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS employer
identification number)
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14185 Dallas Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code (972) 490-9600
Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) On May 16, 2017, Ashford Hospitality Trust, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment (the “Plan Amendment”) to the 2011 Stock Incentive Plan of Ashford Hospitality Trust, Inc., as amended (the “Plan”). The Plan Amendment increased the number of shares of common stock that may be issued under the Plan by 5,750,000 shares.
The description of the Plan Amendment contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
(a) On May 16, 2017, the Company entered into an amendment (the “Articles Amendment”) to the Articles of Amendment and Restatement of the Company, as amended, for the purpose of increasing the number of shares of the total number of shares of common stock authorized to be issued by the Company from 200,000,000 to 400,000,000 shares. The Articles Amendment was approved by the Company’s stockholders at the Annual Meeting.
The description of the Articles Amendment contained in this Item 5.03 is qualified in its entirety by reference to the full text of the Articles Amendment, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On May 16, 2017, the Company held the Annual Meeting. As of March 31, 2017, the record date for the Annual Meeting, there were 97,019,295 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 90,179,516 shares, or approximately 92.95% of the eligible voting shares, were represented either in person or by proxy.
At the Annual Meeting, the stockholders voted on the following items:
1. Proposal 1 - To elect seven nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified. The following nominees were elected to the Company's Board of Directors (constituting the entire Board of Directors), with the voting results for each nominee as shown:
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Broker
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Name
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For
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Withheld
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Non-votes
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Monty J. Bennett
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68,102,195
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4,582,922
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17,494,399
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Benjamin J. Ansell, M.D.
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71,618,188
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1,066,929
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17,494,399
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Amish Gupta
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71,194,010
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1,491,107
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17,494,399
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Kamal Jafarnia
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69,191,779
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3,493,338
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17,494,399
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Frederick J. Kleisner
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71,597,788
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1,087,329
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17,494,399
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Philip S. Payne
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71,414,568
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1,270,549
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17,494,399
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Alan L. Tallis
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69,943,017
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2,742,100
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17,494,399
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2. Proposal 2 - To obtain advisory approval of the Company’s executive compensation. This proposal was approved by the votes indicated below:
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Broker
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For
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Against
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Abstain
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Non-votes
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38,739,869
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29,414,270
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4,530,978
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17,494,399
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3. Proposal 3 - To recommend the frequency of advisory votes on the Company’s executive compensation. “1 Year” was approved by the votes indicated below:
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Broker
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1 Year
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2 Years
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3 Years
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Abstain
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Non-votes
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70,375,256
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183,432
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1,974,794
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151,635
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17,494,399
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4. Proposal 4 - To obtain approval of an amendment to the Company’s charter to increase the total number of shares of common stock authorized to be issued from 200,000,000 shares to 400,000,000 shares. This proposal was approved by the votes indicated below:
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Broker
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For
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Against
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Abstain
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Non-votes
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84,132,142
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5,824,811
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222,563
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17,494,399
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5. Proposal 5 - To obtain approval of an amendment to the Company’s 2011 Stock Incentive Plan, as amended (the “Plan”), increasing the number of shares of common stock that may be issued under the Plan by 5,750,000 shares. This proposal was approved by the votes indicated below:
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Broker
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For
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Against
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Abstain
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Non-votes
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45,325,507
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27,245,303
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114,307
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17,494,399
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6. Proposal 6 - To ratify the appointment of BDO USA, LLP, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2017. This proposal was approved by the votes indicated below:
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Broker
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For
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Against
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Abstain
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Non-votes
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89,756,731
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277,000
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145,785
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—
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
Number
Description
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3.1
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Amendment Number Two to Articles of Amendment and Restatement of Ashford Hospitality Trust, Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on May 19, 2017.
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10.1
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Amendment No. 3. to 2011 Incentive Stock Plan of Ashford Hospitality Trust, Inc., dated May 16, 2017.
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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: May 22, 2017
ASHFORD HOSPITALITY TRUST, INC.
By:
/s/ DAVID A. BROOKS
David A. Brooks
Chief Operating Officer and General Counsel
AMENDMENT NUMBER TWO
TO
ARTICLES OF AMENDMENT AND RESTATEMENT
ASHFORD HOSPITALITY TRUST, 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: The Articles of Amendment and Restatement of the Corporation, as amended by Amendment Number One to Articles of Amendment and Restatement, are amended to delete Article V, Section 1 and insert in its place the following (the “
Amendment
”):
Section 1. Number of Authorized Shares
.
The Corporation is authorized to issue an aggregate of 450,000,000 shares of stock (the “
Capital Stock
”), consisting of (a) 400,000,000 shares of common stock, $0.01 par value per share (the “
Common Stock
”) and (b) 50,000,000 shares of preferred stock, $0.01 par value per share (the “
Preferred Stock
”). The aggregate par value of all of the shares of all of the classes of stock of the Corporation is $4,500,000. The Board of Directors by resolution may classify or reclassify any unissued shares of the Common Stock or the Preferred Stock by setting or changing in any one or more respects, from time to time before issuance of such shares, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares.
SECOND:
(a)
Immediately prior to the Amendment, the Corporation had authorized an aggregate of 250,000,000 shares of stock (the “
Capital Stock
”), consisting of (i) 200,000,000 shares of common stock, $0.01 par value per share (the “
Common Stock
”) and (ii) 50,000,000 shares of preferred stock, $0.01 par value per share (the “
Preferred Stock
”).
(b)
Immediately following the Amendment, the Corporation had authorized 450,000,000 shares of Capital Stock, consisting of 400,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock.
(c)
Prior to the Amendment, the aggregate par value of all classes of Capital Stock was $2,500,000. Following the Amendment, the aggregate par value of all classes of Capital Stock was $4,500,000.
(d)
The description of each class of Capital Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, was not changed by the Amendment.
THIRD: 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 16th day of May, 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 President and Chief Executive Officer and attested to by its Secretary; and the President and Chief Executive Officer acknowledges that these Articles of Amendment of Articles of Incorporation are the act of the Corporation, and the President and Chief Executive 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.
By:
/s/ Douglas A. Kessler
Douglas A. Kessler
President and Chief Executive Officer
ATTEST:
By:
/s/ David A. Brooks
David A. Brooks, Secretary
AMENDMENT NO. 3
to the
2011 STOCK INCENTIVE PLAN
of
ASHFORD HOSPITALITY TRUST, INC.
May 16, 2017
This Amendment No. 3 (this “
Amendment
”) to the 2011 Stock Incentive Plan of Ashford Hospitality Trust, Inc. (the “
Company
”) is hereby adopted by the Board of Directors of the Company (the “
Board
”), effective as of the date first referenced above.
WHEREAS
, the 2011 Stock Incentive Plan of Ashford Hospitality Trust, Inc. (the “
Original Plan
”) was authorized and approved by the stockholders of the Company and adopted for and on behalf of the Company by the Board in May 2011; and
WHEREAS
, the Original Plan was amended by Amendment No. 1 which was authorized and approved by the stockholders of the Company at the Annual Meeting of Stockholders (as so amended, the “
Amended Plan
”); and
WHEREAS
, the Amended Plan was amended by Amendment No. 2 was adopted for and on behalf of the Company by the Board on August 2, 2016 (as so amended, the “
Plan
”); and
WHEREAS
, pursuant to Article 1.4 of the Plan, any “material revision” of the Plan (as that term is used in the rules of the New York Stock Exchange) is subject to stockholder approval; and
WHEREAS
, the Board proposed and recommended that stockholders approve an amendment to the Plan authorizing an increase in the number of shares of Common Stock, $.01 par value per share, of the Company (“
Common Stock
”) that may be issued under the Plan by 5,750,000, and at the Annual Meeting of Stockholders held May 16, 2017, the stockholders approved such amendment by the affirmative vote of a majority of the votes cast at the annual meeting.
NOW, THEREFORE, BE IT RESOLVED,
1.
Article 1.2 of the Plan is hereby amended and restated in its entirety to read as follows:
1.2 Shares Subject to the Plan.
The aggregate number of shares of Common Stock, $.01 par value per share, of the Company (“
Common Stock
”) that may be issued under the Plan commencing on May 13, 2014, the date the stockholders approved the amendment to the Plan set forth herein, shall not exceed 17,250,000 shares of outstanding Common Stock. The number of shares of Common Stock remaining available for issuance under the Plan, as of the date hereof, is 3,841,129, which amount was determined as follows:
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Total shares approved as of May 17, 2011
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5,750,000
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Shares granted pursuant to the Plan (net of shares returned to the Plan through forfeitures)
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(5,572,470
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)
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Additional shares approved May 13, 2014
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5,750,000
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Shares granted or reserved for issuance pursuant to the Plan (net of shares returned to the Plan through forfeitures)
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(4,727,383
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)
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Additional shares approved May 16, 2017
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5,750,000
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Shares granted or reserved for issuance pursuant to the Plan contingent upon approval of the Amendment
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(3,109,018
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Total shares available under the Plan as of May 16, 2017
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3,841,129
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In the event that at any time after the Effective Date the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the aggregate number and class of securities available under the Plan shall be ratably adjusted by the Committee (as defined below), whose determination shall be final and binding upon the Company and all other interested persons. In the event the number of shares to be delivered upon the exercise or payment of any Award granted under the Plan is reduced for any reason whatsoever or in the event any Award granted under the Plan can no longer under any circumstances be exercised or paid, the number of shares no longer subject to such Award shall thereupon be released from such Award and shall thereafter be available under the Plan for the grant of additional Awards. Shares issued pursuant to the Plan (i) may be treasury shares, authorized but unissued shares or, if applicable, shares acquired in the open market and (ii) shall be fully paid and nonassessable.
2.
Except as modified herein, all terms and conditions of the Plan shall remain in full force and effect.
3.
This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Maryland, without regard to conflicts of law.
4.
If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.