UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 17, 2017
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CHESAPEAKE LODGING TRUST
(Exact name of registrant as specified in its charter)
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Maryland
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001-34572
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27-0372343
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4300 Wilson Boulevard, Suite 625
Arlington, VA
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22203
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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: (571) 349-9450
Not Applicable
(Former name or former address, if changed since last report)
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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):
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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 14a-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))
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Chesapeake Lodging Trust (the “Trust”) held its annual meeting of shareholders on May 17, 2017 (the "2017 Annual Meeting"). As described below, at the 2017 Annual Meeting, the Trust’s shareholders approved an amendment to the Trust’s Articles of Amendment and Restatement of Declaration of Trust, as amended and supplemented to date (the “Charter”), to permit shareholders to act to amend the Trust’s bylaws or make new bylaws upon receiving the affirmative vote of the holders of not less than a majority of the shares then outstanding and entitled to vote on the matter (the “Charter Amendment”). On May 19, 2017, the Trust filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland to effect the Charter Amendment.
The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment to the Charter, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The voting results on the proposals considered at the 2017 Annual Meeting are provided below.
Proposal 1
The voting results on the proposal to re-elect seven nominees to the Board of Trustees of the Trust (the “Board”) were as follows:
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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-Vote
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James L. Francis
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55,462,654
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74,703
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10,873
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2,012,445
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Douglas W. Vicari
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52,734,944
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2,802,413
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10,873
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2,012,445
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Thomas A. Natelli
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55,386,119
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150,434
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11,677
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2,012,445
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Thomas D. Eckert
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55,240,200
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296,553
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11,477
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2,012,445
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John W. Hill
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55,363,634
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172,919
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11,677
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2,012,445
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George F. McKenzie
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54,962,645
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576,277
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9,308
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2,012,445
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Jeffrey D. Nuechterlein
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55,441,051
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96,400
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10,779
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2,012,445
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Proposal 2
The voting results on the proposal to ratify the appointment of Ernst & Young LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2017 were as follows:
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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-Vote
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57,425,971
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116,092
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18,612
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Proposal 3
The voting results on the proposal to amend the Trust’s Charter to permit shareholders to act to amend the Trust’s bylaws or make new bylaws upon receiving the affirmative vote of the holders of not less than a majority of the shares then outstanding and entitled to vote on the matter were as follows:
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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-Vote
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55,111,558
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429,709
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6,963
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2,012,445
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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 2017 proxy statement were as follows:
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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-Vote
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53,906,110
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1,506,241
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135,879
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2,012,445
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Proposal 5
The voting results on the non-binding advisory resolution to determine the frequency of future non-binding advisory votes on the Trust’s executive compensation program were as follows:
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Every Year
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Every Two Years
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Every Three Years
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Abstain
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Broker
Non-Vote
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45,669,616
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284,753
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9,447,188
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146,673
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2,012,445
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Item 8.01. Other Events.
On May 22, 2017, the Trust announced that it will redeem all 5,000,000 of its 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series A Preferred Shares”), at a redemption price for each Series A Preferred Share of $25.00, plus all accrued and unpaid dividends per share to, but not including, the redemption date of July 17, 2017.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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3.1
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Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust.
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99.1
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Press release dated May 22, 2017, regarding redemption of Series A Preferred Shares.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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May 22, 2017
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CHESAPEAKE LODGING TRUST
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By:
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/s/ Graham J. Wootten
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Graham J. Wootten
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Senior Vice President and Chief Accounting Officer
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CHESAPEAKE LODGING TRUST
ARTICLES OF AMENDMENT
Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”) under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: Section 10.4 of Article X of the Articles of Amendment and Restatement of Declaration of Trust of the Trust (the “Charter”) is hereby amended by adding the below underlined language:
Section 10.4 Bylaws
. The Board of Trustees shall have the exclusive power to adopt, alter or repeal any provision of the Bylaws of the Trust and to make new Bylaws,
except as set forth in the next sentence of this Section 10.4. The Bylaws also may be adopted, altered or repealed, and new Bylaws may be made, by the affirmative vote of the holders of not less than a majority of the Shares then outstanding and entitled to vote on the matter or such other standard as may be required to approve such action by an express provision of the Bylaws as then in effect
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SECOND
: The amendment to the Charter as set forth above has been duly approved and advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust as required by law.
THIRD
: There has been no increase in the authorized share of beneficial interest of the Trust effected by the amendment to the Charter as set forth above.
FOURTH
: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption were not changed by the foregoing amendment.
FIFTH
: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Trust and as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF
, Chesapeake Lodging Trust has caused these Articles of Amendment to be executed in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 18
th
day of May, 2017.
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CHESAPEAKE LODGING TRUST
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By:
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/s/ James L. Francis
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James L. Francis
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President and Chief Executive Officer
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Attest:
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/s/ Graham J. Wootten
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Graham J. Wootten
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Senior Vice President, Chief Accounting Officer and Secretary
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Return Address:
Chesapeake Lodging Trust
4300 Wilson Boulevard
Suite 625
Arlington, Virginia 22203
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Exhibit 99.1
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PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (571) 349-9452
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CHESAPEAKE LODGING TRUST ANNOUNCES REDEMPTION OF 7.75% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST
ARLINGTON, VA, May 22, 2017 – Chesapeake Lodging Trust (NYSE:CHSP) (the “Trust”), today notified holders of record (the “Notice of Redemption”) of the Trust’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series A Preferred Shares”) of the redemption of all of the issued and outstanding Series A Preferred Shares. The cash redemption amount (the “Redemption Amount”) for each Series A Preferred Share is $25.00, plus an amount equal to all accrued and unpaid dividends to, but not including, the redemption date of July 17, 2017 (the “Redemption Date”). The Redemption Amount will be payable in cash, without interest, on the Redemption Date.
On the Redemption Date, dividends on the Series A Preferred Shares will cease to accrue and trading of the Series A Preferred Shares will be delisted from the New York Stock Exchange (NYSE: CHSP PrA).
The Notice of Redemption and related materials will be mailed to holders of record of the Series A Preferred Shares. Payment of the Redemption Amount will be made upon presentation and surrender of the Series A Preferred Shares to American Stock Transfer & Trust Company, LLC, the Trust’s redemption agent. Questions relating to the Notice of Redemption and related materials should be directed to American Stock Transfer & Trust Company, LLC at (800) 937-5449.
ABOUT CHESAPEAKE LODGING TRUST
Chesapeake Lodging Trust is a self-advised lodging real estate investment trust (REIT) focused on investments primarily in upper-upscale hotels in major business and convention markets and, on a selective basis, premium select-service hotels in urban settings or unique locations in the United States. The Trust owns 22 hotels with an aggregate of 6,694 rooms in nine states and the District of Columbia. Additional information can be found on the Trust’s website at
www.chesapeakelodgingtrust.com
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Note: This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," "forecast," "continue," "plan," "likely," "would," or other similar words or expressions. These forward-looking statements relate to the mailing of the Notice of Redemption and to the redemption of the Series A Preferred Shares. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Trust and many of which are beyond the Trust’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Trust’s filings with the Securities and Exchange Commission (“SEC”). Unless legally required, the Trust disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. For information about the Trust’s business and financial results, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC, and its quarterly and other periodic filings with the SEC. The Trust undertakes no duty to update the statements in this release to conform the statements to actual results or changes in the Trust’s expectations.
