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): June 9, 2017
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARYLAND
|
|
001-35972
|
|
46-2488594
|
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
|
|
|
|
|
|
14185 Dallas Parkway, Suite 1100
|
|
|
|
Dallas, Texas
|
|
75254
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrant’s telephone number, including area code: (972) 490-9600
Check the appropriate box 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 14-a-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))
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
þ
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 5.02
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) As described in Item 5.07 below, on June 9, 2017, Ashford Hospitality Prime, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved Amendment Number One (the “Plan Amendment”) to the Second Amended and Restated Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan (the “Plan”). The Plan Amendment increased the number of shares of common stock reserved for issuance under the Plan by 1,200,000 shares.
Additional details of the Plan Amendment are included in the Company’s 2017 Proxy Statement under the heading “Proposal Number Three - Approval of the Amendment of the 2013 Equity Incentive Plan.” The description of the Plan Amendment contained in this Item 5.02 is qualified in its entirety by the full text of the Plan Amendment, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) On June 9, 2017, the Company held its Annual Meeting. As of May 4, 2017, the record date for the Annual Meeting, there were 31,765,912 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 24,928,195 shares of common stock, or approximately 78% of the eligible voting shares, were represented either in person or by proxy.
At the Annual Meeting, the Company’s stockholders voted on the following items:
1. Proposal 1 - To elect eight 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
Broker
|
|
Name
|
|
For
|
|
Votes Cast For
|
|
Withheld
|
|
Non-votes
|
|
Monty J. Bennett
|
|
17,335,219
|
|
91.9%
|
|
1,517,532
|
|
6,075,444
|
|
Stefani D. Carter
|
|
14,971,819
|
|
79.4%
|
|
3,880,932
|
|
6,075,444
|
|
Lawrence A. Cunningham
|
|
17,806,368
|
|
94.4%
|
|
1,046,383
|
|
6,075,444
|
|
Sarah Zubiate Darrouzet
|
|
18,122,135
|
|
96.1%
|
|
730,616
|
|
6,075,444
|
|
Kenneth H. Fearn, Jr.
|
|
18,137,964
|
|
96.2%
|
|
714,787
|
|
6,075,444
|
|
Curtis B. McWilliams
|
|
17,693,544
|
|
93.9%
|
|
1,159,207
|
|
6,075,444
|
|
Matthew D. Rinaldi
|
|
17,685,440
|
|
93.8%
|
|
1,167,311
|
|
6,075,444
|
|
Daniel B. Silvers
|
|
17,746,155
|
|
94.1%
|
|
1,106,596
|
|
6,075,444
|
2. Proposal 2 - To approve an amendment to the Company’s charter to require a majority voting standard in uncontested director elections. This proposal was not approved, with the votes indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Votes
|
|
|
|
|
|
Broker
|
|
For
|
|
Cast For
(1)
|
|
Against
|
|
Abstain
|
|
Non-votes
|
|
18,024,213
|
|
95.6%
|
|
778,412
|
|
50,126
|
|
6,075,444
|
(1)
Shown as a percentage of all votes cast “for” this proposal at the meeting. The affirmative vote of 66⅔% of all shares outstanding and entitled to vote is required for approval of this proposal. 56.7% of the shares outstanding and entitled to vote cast their vote “for” this proposal.
3. Proposal 3 - To approve the Plan Amendment. This proposal was approved by the votes indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Votes
|
|
|
|
|
|
Broker
|
|
For
|
|
Cast For
|
|
Against
|
|
Abstain
|
|
Non-votes
|
|
14,001,326
|
|
74.6%
|
|
4,751,422
|
|
100,003
|
|
6,075,444
|
4. Proposal 4 - To approve the Fourth Amended and Restated Advisory Agreement, entered into on January 24, 2017, among Ashford Hospitality Prime, Inc., Ashford Inc., Ashford Hospitality Prime Limited Partnership, Ashford Prime TRS Corporation and Ashford Hospitality Advisors LLC. This proposal was approved by the votes indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Votes
|
|
|
|
|
|
Broker
|
|
For
|
|
Cast For
|
|
Against
|
|
Abstain
|
|
Non-votes
|
|
18,005,978
|
|
96.3%
|
|
698,497
|
|
148,276
|
|
6,075,444
|
5. Proposal 5- 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Votes
|
|
|
|
|
|
Broker
|
|
For
|
|
Cast For
|
|
Against
|
|
Abstain
|
|
Non-votes
|
|
24,844,127
|
|
99.7%
|
|
64,740
|
|
19,328
|
|
—
|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
Amendment Number One to the Second Amended and Restated Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan.
|
|
|
|
|
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: June 15, 2017
|
|
|
|
|
|
|
|
|
ASHFORD HOSPITALITY PRIME, INC.
|
|
|
|
|
|
|
By:
|
|
/s/ DAVID A. BROOKS
|
|
|
|
|
David A. Brooks
|
|
|
|
|
Chief Operating Officer and General Counsel
|
AMENDMENT NO. 1
to the
ASHFORD HOSPITALITY PRIME, INC.
SECOND AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN
June 9, 2017
This Amendment No. 1 (this “
Amendment
”) to the Second Amended and Restated Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan (the “
Second Amended and Restated Plan
”) is hereby adopted by the Board of Directors (the “
Board
”) of the Ashford Hospitality Prime, Inc. (the “
Company
”), effective as of the date first referenced above.
WHEREAS
, the Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan (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 November 2013; and
WHEREAS
, the Original Plan was amended and restated in March 2015, with such amendment and restatement being authorized and approved by the stockholders of the Company at the 2015 Annual Meeting of Stockholders (as so amended and restated, the “
Amended Plan
”); and
WHEREAS
, in August 2016, the Board adopted the Second Amended and Restated Plan, which amended and restated the Amended Plan to make certain amendments that did not require stockholder approval;
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 of the Company approve an amendment to the Second Amended and Restated 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 Second Amended and Restated Plan by 1,200,000, and at the Annual Meeting of Stockholders held June 9, 2017, the stockholders of the Company 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, $0.01 par value per share, of the Company (“
Common Stock
”) that may be issued under the Plan shall not exceed 3,250,000 shares of outstanding Common Stock. In no event may the total number of shares of common stock subject to options or Stock Appreciation Rights (SARs) awarded to any eligible participant under the Plan during any single calendar year exceed 1,000,000. In no event may the total number of shares of common stock subject to full value awards, including performance awards or other stock-based awards, awarded to any eligible Participant during any single calendar year exceed 1,000,000.
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, the individual share limits set forth above and in Section 3.8, the number, amount and type of common stock subject to awards under the Plan, and the grant, purchase or exercise price of outstanding Awards 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. Shares issued pursuant to the Plan (i) may be authorized but unissued shares or, if applicable, shares acquired in the open market and (ii) shall be fully paid and nonassessable.
Any shares of Common Stock subject to an Award that is forfeited or expires or is settled for cash shall, to the extent of such forfeiture, expiration or cash settlement, again become available for Awards under this Plan, and the total number of shares of Common Stock available for grant under this Section 1.2 shall be increased by the number of shares of Common Stock that is forfeited or expires or is settled for cash. The following shares of Common Stock shall not, however, again become available for Awards or increase the number of shares of Common Stock available for grant under this Section 1.2: (i) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of an Option issued under this Plan, (ii) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award, (iii) shares of Common Stock repurchased by the Company with proceeds received from the exercise of an Option issued under this Plan, and (iv) shares of Common Stock subject to a Stock Appreciation Right issued under this Plan that are not issued in connection with the stock settlement of that Stock Appreciation Right upon its exercise.
2.
Article 3.8 of the Plan is hereby amended and restated in its entirety to read as follows: “
Share Limitation
. The maximum number of shares of Common Stock with respect to which Incentive Option may be granted under the Plan is 3,250,000 shares of Common Stock.”
3.
Except as modified herein, all terms and conditions of the Plan shall remain in full force and effect.
4.
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.
5.
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.