DALLAS, Nov. 13, 2014
/PRNewswire/ -- Ashford Hospitality Trust (NYSE: AHT)
("Ashford Trust" or the "Company") today announced that it has
filed definitive consent revocation materials with the Securities
and Exchange Commission (the "SEC") in connection with the hotel
union's call for a special shareholders meeting. The Company
recommends that shareholders NOT consent to the hotel union's call
for a meeting, and urges shareholders that have already submitted a
written request card to the hotel union to revoke their consent or
by sending a blue revocation card to the Company.
The Company reiterated that it strongly believes that calling a
special shareholder meeting at this time is unwarranted and is not
in the best interests of the Company or its shareholders and that
the Company has taken significant corporate governance actions in
response to its on-going dialogue with shareholders.
- Ashford Trust's Board and management team have driven
tremendous value creation over its 11-year history as a public
company, growing Ashford Trust into a leader in the hospitality
industry, with more than $4 billion
of assets, and one of the highest total shareholder returns of any
hotel REIT.
- Ashford Trust is committed to maintaining corporate governance
policies and practices that best serve the interests of the Company
and our shareholders. To that end, the company proactively
held over 200 meetings with investors that included discussions on
particular governance matters for both Ashford Trust and Ashford
Inc. Based on investor feedback, the Company enacted
corporate governance enhancements for both Ashford Trust and
Ashford Inc.
- Glass Lewis & Co. ("Glass Lewis"), a leading independent
proxy voting and corporate governance advisory firm, recommends in
its November 6, 2014 report that
Ashford Trust shareholders do not consent to the hotel union's
proposal, citing the Company's demonstrated track record of
creating value for shareholders and the recent corporate governance
enhancements recently adopted by the Company. Glass Lewis
also notes that voting on the spin-off of Ashford Inc. is not
required under securities laws, state laws or the Company's bylaws
and would, in fact, be a rare occurrence for a U.S.-listed
company.
- Glass Lewis also questioned the hotel union's true motivations,
stating that if it was a more substantial, long-term shareholder of
the Company, rather than a labor union representing employees in a
long-standing dispute at one of the Company's hotels, Glass Lewis
might be more apt to believe that their interests are aligned with
other shareholders.
- Egan-Jones Proxy Services, another leading, independent proxy
advisory firm, also recommended in its November 11, 2014 report that, "not supporting
the Dissidents is merited and in the best interest of the Company
and its shareholders." 1
- Ashford Trust's Board and management team continue to take
actions to create shareholder value, including the spin-off of its
asset management business, Ashford Inc. (NYSE: AINC), which was
effected on November 12,
2014.
The Board has unanimously determined that the hotel union's
solicitation is contrary to the best interests of the Company and
its stockholders, and vigorously opposes their solicitation of
written request cards. Accordingly, the Board recommends that
shareholders do not sign any written request card sent by the hotel
union and that shareholders return to the Company blue revocation
cards it receives. Whether or not shareholders have
previously executed UNITE HERE's written request card, they may
elect against the calling of a special meeting if they sign, date
and deliver the BLUE Revocation Card to the Company's proxy
solicitor, MacKenzie Partners Inc. ("MacKenzie Partners"), at 105
Madison Avenue, New York, NY
10016. Shareholders can contact MacKenzie Partners, Inc.
toll-free at 1-800-322-2885 or 212-929-5500 or e-mail
proxy@mackenziepartners.com if they have any questions or need
assistance.
Important Additional Information:
Ashford Trust,
its directors and certain of its officers and employees are
participants in solicitations of Ashford Trust stockholders.
Information regarding the names of Ashford's directors and executive officers and
their respective interests in Ashford Trust by security holdings or
otherwise is set forth in Ashford Trust's preliminary revocation
statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission (the "SEC") on November
6, 2014, the Company's proxy statement for its 2014 annual
meeting of stockholders, filed with the SEC on April 14, 2014, as supplemented by the proxy
information filed with the SEC on May 5,
2014. Additional information can be found in Ashford Trust's
Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on
March 3, 2014, its Quarterly Report
on Form 10-Q for the quarter ended March 31,
2014, filed with the SEC on May 12,
2014 and its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2014, filed with the
SEC on August 11, 2014. To the extent
holdings of Ashford Trust's securities have changed since the
amounts printed in the proxy statement for the 2014 annual meeting
of stockholders, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. These documents
are available free of charge at the SEC's website at
www.sec.gov.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is not a substitute for any proxy statement, solicitation
statement, registration statement, prospectus or other document
Ashford may file with the
SEC. STOCKHOLDERS ARE ENCOURAGED TO READ ANY ASHFORD PROXY STATEMENT, SOLICITATION
STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT ASHFORD
TRUST MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able
to obtain, free of charge, copies of any solicitation statement and
any other documents filed by Ashford Trust with the SEC at the
SEC's website at www.sec.gov. In addition, copies will also be
available at no charge at the Investors section of Ashford's website at www.ahtreit.com.
Forward-Looking Statements
This press release
contains "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are made as of
the date they were first issued and are based on current
expectations as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Ashford Trust's control. Ashford Trust expressly
disclaims any intent or obligation to update these forward-looking
statements except as required by law. Additional information
concerning these and other risks can be found in press releases
issued by Ashford Trust, as well as Ashford's public filings with the SEC,
including the discussion under the heading "Risk Factors" in
Ashford's most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q. Copies of Ashford's
press releases and filings with the SEC, are available at
www.ahtreit.com or you can contact the Ashford Investor Relations
Department at 972-778-9487.
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1
Permission to use quotations was neither sought nor
obtained.
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SOURCE Ashford Hospitality Trust, Inc.