0001604738falsetrue00016047382020-12-142020-12-1400016047382020-11-262020-11-260001604738us-gaap:CommonStockMember2020-12-142020-12-140001604738ainc:PreferredStockPurchaseRightMember2020-12-142020-12-14

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): December 14, 2020

ASHFORD INC.
(Exact name of registrant as specified in its charter)

Nevada 001-36400 84-2331507
(State or other jurisdiction of incorporation
or organization)		 (Commission
File Number)		 (IRS employer
identification number)
14185 Dallas Parkway
Suite 1100
Dallas
Texas 75254
(Address of principal executive offices) (Zip code)

             Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock AINC NYSE American LLC
Preferred Stock Purchase Rights NYSE American LLC


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Form of Chief Executive Officer Base Salary Payments

As previously disclosed, on May 15, 2020, Ashford Inc. (the “Company”) and its Chief Executive Officer, Mr. Monty J. Bennett, entered into a letter agreement pursuant to which, effective as of May 15, 2020 and continuing through and including the Company’s last payroll period in 2020, Mr. Monty J. Bennett accepted payment of his base salary (as previously reduced by mutual agreement with the Company) in the form of common stock of the Company, issued pursuant to the Company’s 2014 Incentive Plan, as amended. The Board and Mr. Bennett agreed to effectuate this change to preserve Company liquidity as the Company navigates the effects of the novel coronavirus (Covid-19).
By letter agreement dated December 14, 2020 (the “December Letter”), the Company and Mr. Bennett have further agreed that the payment of Mr. Bennett’s base salary in the form of common stock will be extended beyond the end of 2020, and will continue until such time as the Company’s Board of Directors terminates the arrangement.
This summary description of the December Letter is qualified in its entirety by the December Letter, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No. Description
10.1
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).



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 INC.
By: /s/ ROBERT G. HAIMAN
Robert G. Haiman
Executive Vice President, General Counsel & Secretary
Date: December 14, 2020