DALLAS, May 7, 2015 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") today clarifies further misleading statements made by
UNITE HERE, a labor union activist that owns a negligible amount of
shares for the sole purpose of furthering its own interests, at
considerable time and expense to the Company and its management,
and to the detriment of Ashford
shareholders.
The union has a long history of using a nominal holding in a
company's shares to manipulate corporate governance for its
bargaining advantage in matters unrelated to corporate
governance. On several prior occasions, the union has tried
this same tactic with Ashford.
This year, once again, the Company has had to expend considerable
time and expense on correcting misstatements by the union and
ensuring that its shareholders are fully informed of the
ramifications of the union's proposals.
ISS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL
ASHFORD DIRECTOR NOMINEES
The Ashford Trust Board of Directors and executive management
have and will continue to take appropriate steps to continue to
drive high performance and profitable growth across the
Company. The Ashford Trust Board is composed of highly
qualified directors, six out of seven of which are independent,
whose goal is to continue to successfully create value for all
shareholders.
Institutional Shareholder Services (ISS) has recommended that
Ashford Trust shareholders vote "FOR" all of the Company's director
nominees, rejecting the efforts of UNITE HERE's campaign against
these director candidates.
UNITE HERE'S SHAREHOLDER PROPOSALS ARE NOT
PROPERLY BROUGHT AND WILL NOT BE HEARD
In January 2015, the Company
received seven proposals from UNITE HERE. UNITE HERE's submission
of these proposals did not meet the requirements of the Company's
Bylaws. The Company's Bylaws are publicly filed and fully available
to all members of the investor community. While the Company
values the opinions and input of all shareholders, we must insist
that they follow the Bylaws and observe applicable law in making
shareholder proposals. In addition, many of UNITE HERE's proposals
were in direct violation of applicable law as they dealt with
regular business matters that are solely within the purview of the
Board of Directors or management. Accordingly, on January 21, 2015, we advised UNITE HERE that, due
to these matters, their proposals could not be brought at the
Company's annual meeting.
Despite knowing that their proposals were not properly brought
and would not be heard at the Company's annual meeting of
shareholders, UNITE HERE issued its own proxy card containing the
improper proposals. In doing so, UNITE HERE again violated
applicable federal law by misleading the Company's shareholders and
ISS to believe that the UNITE HERE proposals were properly brought,
lawful and would be heard at the Company's annual meeting of
shareholders.
The Company will not take a shareholder vote on these proposals,
the proposals will not be heard at the Company's annual meeting and
the Company will not solicit proxies against these proposals.
Therefore, in order to have your vote properly recorded at
the Company's 2015 annual meeting of shareholders, we encourage you
to vote on the WHITE proxy card.
YOUR VOTE IS EXTREMELY IMPORTANT – VOTE THE WHITE
PROXY CARD TODAY
Your vote is extremely important, no matter how many or how few
shares you own. The Ashford Trust Board of Directors strongly
urges you to protect the value in your investment by voting on the
WHITE proxy card "FOR" ALL of the Ashford Trust director nominees
and "FOR" the proposal to require shareholders to own at least 1%
of the Company's shares for one year in order to submit shareholder
proposals. The Board of Directors believes that this
ownership requirement will help insure against frivolous,
self-interested proposals brought to advance personal agendas and
abuse the corporate governance process rather than enhance it.
Ashford Trust values the input and investment of all
shareholders, but we do not believe a tactic of using a nominal
holding in the Company's shares to manipulate corporate governance
for its bargaining advantage is in the best interest of our
shareholders. Please vote the WHITE proxy card today.
If you have questions or need assistance in voting contact
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
Call Collect (212) 929-5500
OR
Toll-Free (800) 322-2885
ABOUT ASHFORD HOSPITALITY
TRUST
Ashford Hospitality Trust is a real estate investment trust
(REIT) focused on investing opportunistically in the hospitality
industry across all segments and at all levels of the capital
structure primarily within the United
States. 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 the Company's proxy statement for its
2015 annual meeting of stockholders, filed with the SEC on
April 14, 2015. Additional
information can be found in Ashford Trust's Annual Report on Form
10-K for the year ended December 31,
2014, filed with the SEC on March 31,
2015.. To the extent holdings of Ashford Trust's securities
have changed since the amounts printed in the proxy statement for
the 2015 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 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 Trust'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 Trust'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 Trust, Inc.