Ashford Hospitality Trust Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$AHT
Real Estate Investment Trusts
Real Estate
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 13, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (972 ) 490-9600
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Securities registered pursuant to Section 12(b) of the Act:
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) On May 13, 2025, Ashford Hospitality Trust, Inc. (the “Company”) held its Annual Meeting. As of March 14, 2025, the record date for the Annual Meeting, there were 5,775,167 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 4,139,792 shares, or approximately 71.68% of the eligible voting shares, were represented either in person or by proxy.
(b) At the Annual Meeting, the stockholders voted on the following items:
1. Proposal One – To elect seven nominees to the board of directors of the Company (the “Board”) to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Monty J. Bennett | 1,244,006 | 1,305,797 | 181,228 | 1,408,761 | ||||||||||||||||||||||
| Amish Gupta | 1,307,311 | 1,223,393 | 200,327 | 1,408,761 | ||||||||||||||||||||||
| J. Robison Hays, III | 1,287,451 | 1,243,659 | 199,921 | 1,408,761 | ||||||||||||||||||||||
| David W. Johnson | 1,308,129 | 1,206,359 | 216,543 | 1,408,761 | ||||||||||||||||||||||
| Frederick J. Kleisner | 1,215,003 | 1,304,470 | 211,558 | 1,408,761 | ||||||||||||||||||||||
| Sheri L. Pantermuehl | 1,309,487 | 1,210,004 | 211,540 | 1,408,761 | ||||||||||||||||||||||
| Davinder “Sonny” Sra | 1,307,763 | 1,224,183 | 199,085 | 1,408,761 | ||||||||||||||||||||||
Each director nominee named above was elected at the Annual Meeting, except for Mr. Bennett and Mr. Kleisner, 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. Kleisner tendered their resignation as a director for consideration by the Nominating and Corporate Governance Committee of 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. Kleisner’s tendered resignations and the Board did not accept such resignations. As a result, Mr. Bennett and Mr. Kleisner 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 judgment, 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. Kleisner’s resignation was based, in part, on the Board’s determination that Mr. Kleisner’s extensive experience in the real estate industry and service as director of the Company for the prior eight years has, in the Board’s judgment, provided valuable leadership and service to the Company. Mr. Kleisner has over 30 years of experience as an executive in the hospitality industry at a wide variety of major corporations and is an established leader in the hospitality industry. His experience provides unique perspectives and benefits to the Board, particularly with regards to operational issues within the hospitality industry.
In determining whether to accept or reject Mr. Bennett and Mr. Kleisner’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. This proposal was approved by the votes indicated below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,664,100 | 878,416 | 188,515 | 1,408,761 | |||||||||||||||||
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, 2025. This proposal was approved by the votes indicated below:
| For | Against | Abstain | ||||||||||||
| 3,762,695 | 167,856 | 209,241 | ||||||||||||
4. Proposal Four – To approve Amendment No. 5 to the Company’s 2021 Stock Incentive Plan. This proposal was approved by the votes indicated below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,337,754 | 1,147,557 | 245,720 | 1,408,761 | |||||||||||||||||
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.
| ASHFORD HOSPITALITY TRUST, INC. | ||||||||
| Dated: May 15, 2025 | By: | /s/ Alex Rose | ||||||
| Alex Rose | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||