DALLAS, Aug. 9, 2016 /PRNewswire/ -- Ashford
Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime" or the "Company") announced today
that the Company's Board of Directors has taken a series of
actions, in response to the Board's on-going dialogue with Company
shareholders, which are intended to enhance the Company's corporate
governance and improve its QuickScore. The enhanced
governance measures, which were unanimously approved by the Board
of Directors, include:
- Adoption of a majority voting standard for uncontested director
elections and a plurality voting standard in contested director
elections;
- Separate the roles of Chairman and CEO;
- Prohibit share recycling with respect to share forfeitures,
stock options and stock appreciation rights under the Company's
stock plan by executives and directors;
- Implementation of a mandatory equity award retention period for
executives and directors;
- Adoption of a proxy access resolution which would enable a
shareholder, or a group of not more than 20 shareholders, who have
continuously owned 3% or more of the Company's common stock for a
minimum of 3 years to include nominees in its proxy materials for
the greater of two or 20% of the Board; and
- Addition of two independent directors to the Board. As part of
this initiative, the Company is pleased to announce that
Ken Fearn has joined the Board of
Directors, bringing the total number of directors to eight and the
total independent directors to six.
Kenneth H. Fearn is Founder and
Managing Partner of Integrated Capital LLC, a private equity real
estate firm with a focus on hospitality assets in markets across
the United States. Prior to
founding Integrated Capital, Mr. Fearn was Managing Director and
Chief Financial Officer of Maritz, Wolff & Co., a private
equity firm engaged in real estate acquisition and development.
Maritz, Wolff managed three private equity investment funds
totaling $500 million focused on
acquiring luxury hotels and resorts. Prior to Maritz, Wolff, he was
with McKinsey & Company, a strategy management consulting firm
in Los Angeles, where he worked
with Fortune 200 companies to address issues of profitability and
develop business strategies. Prior to McKinsey & Company, he
worked at JP Morgan & Company, where he was involved with
corporate merger and acquisition assignments. Mr. Fearn received a
Bachelor of Arts in Political Science from the University of California, Berkeley and a Master of
Business Administration from the Harvard
University Graduate School of Business.
Mr. Fearn has served on the Marriott International Owner
Advisory Board since 2006 and is an Entrepreneur in Residence at
the Leland C. and Mary M. Pillsbury Institute for Hospitality
Entrepreneurship at Cornell University. He also previously
served as Chairman of the Board of Commissioners of the Community
Redevelopment Agency of the City of Los
Angeles as well as the Board of Directors of the
Los Angeles Area Chamber of
Commerce, where he was a member of the Executive Committee and the
Finance Committee from 2005-2014.
Mr. Fearn brings over 21 years of real estate and hospitality
experience to our board of directors. During his career at Maritz,
Wolff & Co. and later Integrated Capital, he was involved in
the acquisition of approximately $2
billion in hospitality assets and secured in excess of
$2.5 billion in debt financing. His
extensive contacts in the hospitality and commercial real estate
lending industries will be beneficial in his service on our board
of directors.
The Board is also still in the process of identifying a CEO
candidate and has engaged an executive search firm to assist with
that effort. Since the announcement in May regarding the
addition of two independent directors, the Nominating and Corporate
Governance Committee of the Board has conducted an extensive
search, diligence, and interviewed multiple director
candidates. The Committee will continue its search for
another independent director.
"Over the past several months, the Board of Directors as well as
management spent considerable time engaging with shareholders and
received many thoughtful comments concerning Ashford Prime and we value their input," said
Monty J. Bennett, Ashford Prime's Chairman and Chief Executive
Officer. "We believe that these enhancements further reflect
our commitment to strong corporate governance and to being
responsive to the views of our shareholders."
Additional information concerning Ashford Prime's corporate governance guidelines,
including the enhancements announced today, will be available on
the Company's website and in a Form 8-K to be filed with the
Securities and Exchange Commission.
Ashford Hospitality Prime is a real estate investment trust
(REIT) focused on investing in luxury hotels located in resort and
gateway markets.
Follow Chairman and CEO Monty
Bennett on Twitter at www.twitter.com/MBennettAshford or
@MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT
investor community. The Ashford App is available for free
download at Apple's App Store and
the Google Play Store by searching "Ashford."
Certain statements and assumptions in this press release
contain or are based upon "forward-looking" information and are
being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and
uncertainties. When we use the words "will likely result,"
"may," "anticipate," "estimate," "should," "expect," "believe,"
"intend," or similar expressions, we intend to identify
forward-looking statements. Such statements are subject to
numerous assumptions and uncertainties, many of which are outside
Ashford Prime's control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: general volatility of the capital markets and the
market price of our common stock; changes in our business or
investment strategy; availability, terms and deployment of capital;
availability of qualified personnel; changes in our industry and
the market in which we operate, interest rates or the general
economy; and the degree and nature of our competition. These
and other risk factors are more fully discussed in Ashford Prime's filings with the Securities and
Exchange Commission.
The forward-looking statements included in this press release
are only made as of the date of this press release. Investors
should not place undue reliance on these forward-looking
statements. We are not obligated to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or circumstances, changes in
expectations or otherwise.
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SOURCE Ashford Hospitality Prime, Inc.