ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 9, 2023, the stockholders of Ashford Hospitality Trust, Inc. (the “Company”) approved an amendment to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”) at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) in accordance with the voting results set forth below under item 5.07.
The amendment increases the amount of common stock available for issuance under the 2021 Plan by 960,000 shares. A summary of the amendment and the 2021 Plan, as amended, is included in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 28, 2023, as updated by the supplement to the proxy statement filed on May 4, 2023. The summary is incorporated by reference herein.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
(a) On May 9, 2023, the Company held its Annual Meeting. As of March 10, 2023, the record date for the Annual Meeting, there were 34,495,123 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 20,895,576 shares, or approximately 60.57% 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 eight 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Name |
| For | | Against |
| Abstain |
| Broker Non-votes |
Monty J. Bennett |
| 8,578,361 | | 3,706,295 | | 66,494 | | 8,544,426 |
Benjamin J. Ansell, M.D. |
| 8,821,320 | | 3,352,548 | | 177,282 | | 8,544,426 |
Amish Gupta |
| 9,718,046 | | 2,559,672 | | 73,432 | | 8,544,426 |
J. Robison Hays, III |
| 9,743,719 | | 2,536,937 | | 70,494 | | 8,544,426 |
Kamal Jafarnia |
| 4,286,863 | | 7,995,449 | | 68,838 | | 8,544,426 |
Frederick J. Kleisner |
| 8,817,542 | | 3,454,591 | | 79,017 | | 8,544,426 |
Sheri L. Pantermuehl |
| 9,708,282 | | 2,570,971 | | 71,897 | | 8,544,426 |
Alan L. Tallis |
| 9,708,422 | | 2,569,051 | | 73,677 | | 8,544,426 |
Each director nominee named above was elected at the Annual Meeting, except for Mr. Jafarnia, who did not receive a majority of votes cast in favor of his election. In accordance with the director resignation policy set forth in Section IX of the Company’s Corporate Governance Guidelines (the “Guidelines”), Mr. Jafarnia tendered his resignation as a director for consideration by the Nominating and Corporate Governance Committee of the board of directors of the Company (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. Jafarnia’s tendered resignation and the Board did not accept such resignation. As a result, Mr. Jafarnia will continue serving on the Board. The Board’s decision to not accept Mr. Jafarnia’s resignation was based, in part, on the Board’s determination that Mr. Jafarnia’s extensive experience in the real estate industry and service as director of the Company for the prior ten years has, in the Board’s judgment, provided valuable leadership and service to the Company. In determining whether to accept or reject Mr. Jafarnia’s tendered resignation, the Board evaluated the resignation 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 |
10,593,996 | | 1,699,005 | | 58,149 | | 8,544,426 |
3. Proposal Three – To recommend the frequency of future advisory votes on the Company’s executive compensation. “1 Year” was approved by the votes indicated below:
| | | | | | | | | | | | | | | | | | | | |
1 Year |
| 2 Years | | 3 Years |
| Abstain |
11,258,383 | | 134,511 | | 635,222 | | 323,034 |
In accordance with the Board’s recommendation and in light of such vote, the Company determined that the advisory vote to approve the Company’s executive compensation will be held every one year until the next required vote on the frequency of the advisory approval of the Company’s executive compensation.
4. Proposal Four – 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, 2023. This proposal was approved by the votes indicated below:
| | | | | | | | | | | | | | | | |
For |
| Against |
| Abstain | | |
19,454,613 | | 1,320,334 | | 120,629 | | |
5. Proposal Five – To approve Amendment No. 3 to the Company’s 2021 Stock Incentive Plan. This proposal was approved by the votes indicated below:
| | | | | | | | | | | | | | | | | | | | |
For |
| Against |
| Abstain |
| Broker Non-votes |
9,374,751 | | 2,928,536 | | 47,863 | | 8,544,426 |