ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
Pursuant to Item 5.07 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on May 14, 2024, for the event dated May 14, 2024, to include the final voting results from the 2024 Annual Meeting of Stockholders of Ashford Hospitality Trust, Inc. (the “Company”).
(a) On May 14, 2024, the Company held its Annual Meeting. As of March 14, 2024, the record date for the Annual Meeting, there were 39,708,792 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 23,028,486 shares, or approximately 57.99% of the eligible voting shares, were represented either in person or by proxy.
(b) Set forth below are the matters voted upon at the Annual Meeting and the final voting results reported by the Company’s independent inspector of election.
1. Proposal One – To elect nine nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified:
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| | | | | | | | |
Name |
| For | | Against |
| Abstain |
| Broker Non-votes |
Monty J. Bennett |
| 5,314,489 | | 8,264,211 | | 119,294 | | 9,330,493 |
Amish Gupta |
| 7,676,100 | | 5,821,738 | | 200,157 | | 9,330,492 |
J. Robison Hays, III |
| 7,488,859 | | 5,976,620 | | 232,517 | | 9,330,491 |
Kamal Jafarnia |
| 5,266,749 | | 8,216,899 | | 214,347 | | 9,330,492 |
David W. Johnson | | 8,102,551 | | 5,384,967 | | 210,476 | | 9,330,493 |
Frederick J. Kleisner |
| 7,441,597 | | 6,042,240 | | 214,158 | | 9,330,492 |
Sheri L. Pantermuehl |
| 7,649,867 | | 5,832,472 | | 215,656 | | 9,330,492 |
Davinder “Sonny” Sra |
| 8,039,067 | | 5,431,821 | | 227,107 | | 9,330,492 |
Alan L. Tallis |
| 7,774,405 | | 5,701,688 | | 221,902 | | 9,330,492 |
Based on the final results, each director nominee named above was elected at the Annual Meeting, except for Mr. Bennett and Mr. Jafarnia, who did not receive a majority of votes cast in favor of their election. In accordance with the director resignation policy set forth in Section IX of the Company’s Corporate Governance Guidelines (the “Guidelines”), each of Mr. Bennett and Mr. Jafarnia tendered their resignation as a director for consideration by the Nominating and Corporate Governance Committee of the board of directors of the Company (the “Board”) and for the ultimate decision of the Board. The Nominating and Corporate Governance Committee recommended, after due consideration, that the Board should not accept Mr. Bennett and Mr. Jafarnia’s tendered resignations and the Board did not accept such resignations. As a result, Mr. Bennett and Mr. Jafarnia will continue serving on the Board.
The Board’s decision to not accept Mr. Bennett’s resignation was based, in part, on the Board’s determination that Mr. Bennett has strong and consistent leadership qualities, which he displayed in his prior role as the Chief Executive Officer of the Company and continues to display as a director of the Company and as the Chairman of our Board. In the Board’s judgement, Mr. Bennett’s experience with, and knowledge of, the Company and its operations gained in his prior role and in his role as Chief Executive Officer and director of Ashford Inc. since its inception, are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company and as the Chairman of our Board.
The Board’s decision to not accept Mr. Jafarnia’s resignation was based, in part, on the Board’s determination that Mr. Jafarnia’s extensive experience in the real estate industry and service as director of the Company for the prior 11 years has, in the Board’s judgment, provided valuable leadership and service to the Company. Mr. Jafarnia has vast experience in the independent broker dealer space, which is extremely beneficial to the Company in raising capital through its non-traded preferred stock offerings. Further, Mr. Jafarnia is a licensed attorney admitted to practice law in four states and the District of Columbia and has spent a majority of his career specifically as a regulatory compliance officer. Mr. Jafarnia has over 16 years of experience in the real estate and financial services industry as an attorney, owner, principal, compliance officer and executive. His experience in these multiple roles provides unique perspectives and benefits to the Board, including specifically with respect to regulatory compliance.
In determining whether to accept or reject Mr. Bennett and Mr. Jafarnia’s tendered resignations, the Board evaluated the resignations in light of the best interests of the Company and its stockholders, and considered all factors that may be relevant, including those set forth in the Guidelines.
2. Proposal Two – To obtain advisory approval of the Company’s executive compensation. Based on the final results, this proposal was approved by the votes indicated below:
| | | | | | | | | | | | | | | | | | | | |
For |
| Against |
| Abstain |
| Broker Non-votes |
| 7,643,305 | | 5,865,748 | | 188,941 | | 9,330,492 |
3. Proposal Three – To ratify the appointment of BDO USA, P.C., a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024. Based on the final results, this proposal was approved by the votes indicated below:
| | | | | | | | | | | | | | | | |
For |
| Against |
| Abstain | | |
| 19,114,417 | | 3,673,880 | | 240,190 | | |