0001604738falsetrue00016047382020-12-142020-12-1400016047382020-11-262020-11-260001604738us-gaap:CommonStockMember2020-12-142020-12-140001604738ainc:PreferredStockPurchaseRightMember2020-12-142020-12-14
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): December 14, 2020
ASHFORD INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-36400
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84-2331507
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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
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Suite 1100
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Dallas
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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
Not Applicable
(Former name or former address, if changed since last report)
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:
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☐
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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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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AINC
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NYSE American LLC
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Preferred Stock Purchase Rights
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NYSE American LLC
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Form of Chief Executive Officer Base Salary Payments
As previously disclosed, on May 15, 2020, Ashford Inc. (the “Company”) and its Chief Executive Officer, Mr. Monty J. Bennett, entered into a letter agreement pursuant to which, effective as of May 15, 2020 and continuing through and including the Company’s last payroll period in 2020, Mr. Monty J. Bennett accepted payment of his base salary (as previously reduced by mutual agreement with the Company) in the form of common stock of the Company, issued pursuant to the Company’s 2014 Incentive Plan, as amended. The Board and Mr. Bennett agreed to effectuate this change to preserve Company liquidity as the Company navigates the effects of the novel coronavirus (Covid-19).
By letter agreement dated December 14, 2020 (the “December Letter”), the Company and Mr. Bennett have further agreed that the payment of Mr. Bennett’s base salary in the form of common stock will be extended beyond the end of 2020, and will continue until such time as the Company’s Board of Directors terminates the arrangement.
This summary description of the December Letter is qualified in its entirety by the December Letter, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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104
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
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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.
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ASHFORD INC.
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By:
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/s/ ROBERT G. HAIMAN
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Robert G. Haiman
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Executive Vice President, General Counsel & Secretary
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Date: December 14, 2020
Ashford Inc.
Exhibit 10.1
December 14, 2020
Monty J. Bennett
c/o Ashford Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
RE: Base Salary Payments
Dear Monty,
Reference is made to that certain letter agreement, by and between you and Ashford Inc. (the “Company”), dated as of May 15, 2020 (the “Letter Agreement”), pursuant to which, in light of the uncertainty created by the effects of the novel coronavirus (Covid-19), the Company is currently paying you your base salary (as reduced pursuant to that certain letter agreement, by and between you and the Company, dated as of March 15, 2020 (the “Waiver Letter”)) in the form of unrestricted shares of common stock of the Company, par value $0.001 per share (“Common Stock”), in lieu of cash (the “Base Salary Arrangement”). The Base Salary Arrangement was originally scheduled to continue through and including the Company’s last payroll period in 2020.
As we have discussed, in light of the continuing uncertainty created by the Covid-19 pandemic, you hereby agree that the Base Salary Arrangement shall instead continue until such time as it is terminated by the Company’s Board of Directors, and the “Effective Period” in the Letter Agreement shall be deemed amended to continue until such termination.
By your signature below, you hereby acknowledge and consent to the extension of the Base Salary Arrangement, and further acknowledge and agree that you shall not have, and hereby waive, any right to resign for “Good Reason” (or any term of similar meaning) solely in connection with the payment of your base salary in the form of Common Stock as described in this letter and the Letter Agreement, under any and all employment, compensation, and benefits agreements, programs, policies, and arrangements of the Company and the entities that it and its subsidiaries advise, including, without limitation, your employment agreement with the Company (and Ashford Hospitality Advisors, LLC). You expressly acknowledge and agree that all such entities are third party beneficiaries of this letter agreement. Except as expressly set forth herein, the Letter Agreement (and the Waiver Letter) remain in full force and effect in accordance with their terms.
We appreciate your continued service in helping the Company navigate the uncertainty created by Covid-19.
[signature page follows]
Very truly yours,
ASHFORD INC.
/s/ Robert G. Haiman
By: Robert G. Haiman
Its: EVP, General Counsel & Secretary
ACKNOWLEDGED AND AGREED:
/s/ Monty J. Bennett
Monty J. Bennett
[Signature Page to Bennett Letter re: Extension of Equity-Paid Base Salary]