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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, 2022
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-34571 | | 27-1055421 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | | | | | | | |
| | |
4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland | | 20814 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (240) 507-1300
| | |
| 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))
| | | | | | | | | | | | | | |
| 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 Shares, $0.01 par value per share | | PEB | | New York Stock Exchange |
| Series E Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PE | | New York Stock Exchange |
| Series F Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PF | | New York Stock Exchange |
| Series G Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PG | | New York Stock Exchange |
| Series H Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PH | | New York Stock Exchange |
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. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On May 16, 2022, the shareholders of Pebblebrook Hotel Trust (the "Company") approved an amendment (the "Amendment") to the Amended and Restated 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (as amended by the Amendment, the "2009 Plan").
Effective May 16, 2022, the Amendment solely to extend the time period during which awards may be granted under the 2009 Plan from February 7, 2022 to June 30, 2026. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
A summary of the significant features of the 2009 Plan appears under the heading "Proposal 4: Amendment of the 2009 Equity Incentive Plan to Extend Its Maturity Date" in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2022. Such summary is incorporated herein by reference and is qualified by reference to the actual text of the 2009 Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2022, the Company convened its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). The matters on which the shareholders voted before the meeting was adjourned were:
(i)the election of the trustees of the Company to serve until its 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified;
(ii)the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2022; and
(iii)the approval of an amendment to the 2009 Plan.
All of the trustee nominees were elected, the selection of the independent registered public accountants was ratified and the amendment to the 2009 Plan was approved. The results of the voting were as set forth below.
Proposal 1 - election of trustees:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Trustee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Jon E. Bortz | | 111,501,623 | | 5,961,634 | | 1,748,665 | | 3,668,785 |
| Cydney C. Donnell | | 113,656,947 | | 5,529,278 | | 25,697 | | 3,668,785 |
| Ron E. Jackson | | 96,671,203 | | 22,514,010 | | 26,709 | | 3,668,785 |
| Phillip M. Miller | | 100,670,118 | | 18,513,175 | | 28,629 | | 3,668,785 |
| Michael J. Schall | | 99,636,756 | | 19,548,459 | | 26,707 | | 3,668,785 |
| Bonny W. Simi | | 114,082,419 | | 5,103,756 | | 25,747 | | 3,668,785 |
| Earl E. Webb | | 99,560,250 | | 19,624,962 | | 26,710 | | 3,668,785 |
Proposal 2 - ratification of the appointment of independent registered public accountants:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 120,705,972 | | 2,149,041 | | 25,694 | | — |
Proposal 4 - approval of an amendment to the 2009 Equity Incentive Plan:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 114,059,264 | | 5,121,750 | | 30,908 | | 3,668,785 |
Item 8.01. Other Events.
On May 16, 2022, the Company adjourned the Annual Meeting before conducting the vote on "Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers." In announcing the adjournment, the chairman of the meeting announced that the Annual Meeting will reconvene on June 21, 2022 at 9:00 a.m., Eastern Time, at the offices of Hunton Andrews Kurth LLP, 8405 Greensboro Drive, Suite 140, Tysons, Virginia 22102. The Company does not expect any items of business at the reconvened Annual Meeting other than conducting the vote on Proposal 3.
Shareholders may vote their shares or change their vote on "Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers" either by voting in person when the Annual Meeting is reconvened or by submitting their proxy before 11:59 pm on June 20, 2022. Shareholders may submit their proxy by telephone or by Internet, as described in the Company's Definitive Proxy Statement filed with the SEC on March 31, 2022 and the Notice of Internet Availability of Proxy Materials provided to shareholders on or about that same date. Proxies that have already been submitted do not need to be resubmitted to be tallied when the Annual Meeting is reconvened.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | Amendment No. 4 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective May 16, 2022. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | | | | |
| | PEBBLEBROOK HOTEL TRUST |
| | |
| May 16, 2022 | By: | /s/ Raymond D. Martz |
| | Name: | Raymond D. Martz |
| | | Title: | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
PEBBLEBROOK HOTEL TRUST
AMENDMENT NO. 4 TO THE
PEBBLEBROOK HOTEL TRUST 2009 EQUITY INCENTIVE PLAN,
AS AMENDED AND RESTATED EFFECTIVE JULY 10, 2012
This Amendment No. 4 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (the “Plan”), is adopted by the Board of Trustees of Pebblebrook Hotel Trust (the “Company”) on March 18, 2022, to be effective immediately upon approval of the Plan by the Company’s shareholders.
1. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Plan.
2. The first sentence of Article XVII of the Plan is hereby modified as follows:
“No Share Award, Performance Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan after February 7, 2022June 30, 2026.”