ITEM 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 11, 2022, Ashford Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of March 11, 2022, the record date for the Annual Meeting, (i) 3,016,252 shares of common stock were issued and outstanding and (ii) 19,120,000 shares of Series D Cumulative Convertible Preferred Stock were issued and outstanding (which shares are convertible, in the aggregate, into 4,068,085 shares of common stock), which are entitled to vote on any matters submitted to the holders of the Company’s common stock under the Company’s amended and restated articles of incorporation. Thus, in the aggregate, a total of 7,084,337 shares of common stock were entitled to vote, each share being entitled to one vote. The results below reflect the application of the voting restrictions set forth in the Investor Rights Agreement, dated November 6, 2019, with Mr. Monty J. Bennett, Mr. Archie Bennett Jr., MJB Investments, Mr. James L. Cowen, Mr. Jeremy J. Welter, Mr. Mark A. Sharkey, Ms. Marissa A. Bennett and other related parties, as filed with the Securities and Exchange Commission.
At the Annual Meeting, 2,364,035 shares of common stock and 3,998,084 shares of Series D Cumulative Convertible Preferred Stock on an as-converted basis, or approximately 89.8% 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 six nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly 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:
| | | | | | | | | | | | | | | | | | | | |
Name | | For | | Withheld | | Broker Non-Votes |
Monty J. Bennett | | 4,055,972 | | 1,409,913 | | 896,234 |
Dinesh P. Chandiramani | | 4,121,413 | | 1,344,472 | | 896,234 |
Darrell T. Hail | | 3,628,362 | | 1,837,523 | | 896,234 |
Uno Immanivong | | 4,119,673 | | 1,346,212 | | 896,234 |
W. Michael Murphy | | 3,768,824 | | 1,697,061 | | 896,234 |
Brian Wheeler | | 3,725,472 | | 1,740,413 | | 896,234 |
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 |
2,974,488 | | 1,225,569 | | 1,265,828 | | 896,234 |
3. Proposal Three – 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, 2022. This proposal was approved by the votes indicated below:
| | | | | | | | | | | | | | |
For | | Against | | Abstain |
5,046,154 | | 39,656 | | 1,276,309 |