ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 18, 2023, Chatham Lodging Trust (the “Company”) held its Annual Meeting of Shareholders. The matters on which the shareholders voted, in person or by proxy were:
i.for the election of trustees Edwin B. Brewer, Jr., Jeffrey H. Fisher, David Grissen, Mary Beth Higgins, Robert Perlmutter, Rolf E. Ruhfus, and Ethel Isaacs Williams to serve until our 2024 Annual Meeting of Shareholders and/or until their successors are duly elected and qualified;
ii.for the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2023;
iii.for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers; and
iv.for the approval of a proposal to amend the Company’s Declaration of Trust to provide shareholders with the ability to amend the Company’s Bylaws.
All of the nominees were elected by the requisite vote, the ratification to select the independent registered public accountants was approved, the compensation of the Company’s named executive officers was approved, and one year was the frequency of executive compensation votes recommended by shareholders. The results of the voting were as follows:
| | | | | | | | | | | | | | | | | |
Trustee | Votes For | Votes Against/Withheld | Abstain | Broker Non-Votes | % For/Against |
Edwin B. Brewer, Jr. | 37,121,064 | 2,446,333 | 0 | 4,007,887 | 93.82% |
Jeffrey H. Fisher | 38,636,854 | 930,543 | 0 | 4,007,887 | 97.65% |
David Grissen | 39,186,694 | 380,703 | 0 | 4,007,887 | 99.04% |
Mary Beth Higgins | 39,141,788 | 425,610 | 0 | 4,007,887 | 98.92% |
Robert Perlmutter | 38,440,445 | 1,126,952 | 0 | 4,007,887 | 97.15% |
Rolf E. Ruhfus | 39,025,936 | 541,461 | 0 | 4,007,887 | 98.63% |
Ethel Isaacs Williams | 38,603,357 | 964,041 | 0 | 4,007,887 | 97.56% |
Ratification of the selection of independent registered public accountants:
| | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | % For/Against |
43,004,030 | | 554,874 | | 16,381 | 98.73% |
Approval of compensation of named executive officers:
| | | | | | | | | | | | | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes | % For/Against |
37,899,814 | 1,621,545 | 46,038 | 4,007,887 | 95.90% |
Approval of the advisory vote on the frequency of holding future advisory votes on executive compensation:
| | | | | | | | | | | | | | |
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
38,441,380 | 54,827 | 1,041,326 | 29,865 | 4,007,887 |