Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

(Amendment No. 1)

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 14, 2024

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31775

86-1062192

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway, Suite 1200

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 below 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 14-a-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(s)

Name of each exchange on which registered

Common Stock

AHT

New York Stock Exchange

Preferred Stock, Series D

AHT-PD

New York Stock Exchange

Preferred Stock, Series F

AHT-PF

New York Stock Exchange

Preferred Stock, Series G

AHT-PG

New York Stock Exchange

Preferred Stock, Series H

AHT-PH

New York Stock Exchange

Preferred Stock, Series I

AHT-PI

New York Stock Exchange

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

Pursuant to Item 5.07 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on May 14, 2024, for the event dated May 14, 2024, to include the final voting results from the 2024 Annual Meeting of Stockholders of Ashford Hospitality Trust, Inc. (the “Company”).

(a) On May 14, 2024, the Company held its Annual Meeting. As of March 14, 2024, the record date for the Annual Meeting, there were 39,708,792 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 23,028,486 shares, or approximately 57.99% of the eligible voting shares, were represented either in person or by proxy.

(b) Set forth below are the matters voted upon at the Annual Meeting and the final voting results reported by the Company’s independent inspector of election.

1. Proposal One – To elect nine nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified:



Name	For	Against	Abstain	Broker Non-votes
Monty J. Bennett	5,314,489	8,264,211	119,294	9,330,493
Amish Gupta	7,676,100	5,821,738	200,157	9,330,492
J. Robison Hays, III	7,488,859	5,976,620	232,517	9,330,491
Kamal Jafarnia	5,266,749	8,216,899	214,347	9,330,492
David W. Johnson	8,102,551	5,384,967	210,476	9,330,493
Frederick J. Kleisner	7,441,597	6,042,240	214,158	9,330,492
Sheri L. Pantermuehl	7,649,867	5,832,472	215,656	9,330,492
Davinder “Sonny” Sra	8,039,067	5,431,821	227,107	9,330,492
Alan L. Tallis	7,774,405	5,701,688	221,902	9,330,492

Based on the final results, each director nominee named above was elected at the Annual Meeting, except for Mr. Bennett and Mr. Jafarnia, who did not receive a majority of votes cast in favor of their election. In accordance with the director resignation policy set forth in Section IX of the Company’s Corporate Governance Guidelines (the “Guidelines”), each of Mr. Bennett and Mr. Jafarnia tendered their resignation as a director for consideration by the Nominating and Corporate Governance Committee of the board of directors of the Company (the “Board”) and for the ultimate decision of the Board. The Nominating and Corporate Governance Committee recommended, after due consideration, that the Board should not accept Mr. Bennett and Mr. Jafarnia’s tendered resignations and the Board did not accept such resignations. As a result, Mr. Bennett and Mr. Jafarnia will continue serving on the Board.

The Board’s decision to not accept Mr. Bennett’s resignation was based, in part, on the Board’s determination that Mr. Bennett has strong and consistent leadership qualities, which he displayed in his prior role as the Chief Executive Officer of the Company and continues to display as a director of the Company and as the Chairman of our Board. In the Board’s judgement, Mr. Bennett’s experience with, and knowledge of, the Company and its operations gained in his prior role and in his role as Chief Executive Officer and director of Ashford Inc. since its inception, are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company and as the Chairman of our Board.

The Board’s decision to not accept Mr. Jafarnia’s resignation was based, in part, on the Board’s determination that Mr. Jafarnia’s extensive experience in the real estate industry and service as director of the Company for the prior 11 years has, in the Board’s judgment, provided valuable leadership and service to the Company. Mr. Jafarnia has vast experience in the independent broker dealer space, which is extremely beneficial to the Company in raising capital through its non-traded preferred stock offerings. Further, Mr. Jafarnia is a licensed attorney admitted to practice law in four states and the District of Columbia and has spent a majority of his career specifically as a regulatory compliance officer. Mr. Jafarnia has over 16 years of experience in the real estate and financial services industry as an attorney, owner, principal, compliance officer and executive. His experience in these multiple roles provides unique perspectives and benefits to the Board, including specifically with respect to regulatory compliance.

In determining whether to accept or reject Mr. Bennett and Mr. Jafarnia’s tendered resignations, the Board evaluated the resignations in light of the best interests of the Company and its stockholders, and considered all factors that may be relevant, including those set forth in the Guidelines.

2. Proposal Two – To obtain advisory approval of the Company’s executive compensation. Based on the final results, this proposal was approved by the votes indicated below:


For	Against	Abstain	Broker Non-votes
7,643,305	5,865,748	188,941	9,330,492

3. Proposal Three – To ratify the appointment of BDO USA, P.C., a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024. Based on the final results, this proposal was approved by the votes indicated below:


For	Against	Abstain
19,114,417	3,673,880	240,190

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 HOSPITALITY TRUST, INC.

Dated: May 20, 2024	By:	/s/ Alex Rose
		Alex Rose
		Executive Vice President, General Counsel & Secretary

Document and Entity Information	May 14, 2024
Entity Information [Line Items]
Document Type	8-K/A
Document Period End Date	May 14, 2024
Entity Registrant Name	ASHFORD HOSPITALITY TRUST, INC.
Entity Central Index Key	0001232582
Amendment Flag	true
Amendment Description	Pursuant to Item 5.07 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on May 14, 2024, for the event dated May 14, 2024, to include the final voting results from the 2024 Annual Meeting of Stockholders of Ashford Hospitality Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-31775
Entity Tax Identification Number	86-1062192
Entity Address, Address Line One	14185 Dallas Parkway, Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AHT
Security Exchange Name	NYSE
Preferred Stock, Series D
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
Trading Symbol	AHT-PD
Security Exchange Name	NYSE
Preferred Stock, Series F
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series F
Trading Symbol	AHT-PF
Security Exchange Name	NYSE
Preferred Stock, Series G
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series G
Trading Symbol	AHT-PG
Security Exchange Name	NYSE
Preferred Stock, Series H
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series H
Trading Symbol	AHT-PH
Security Exchange Name	NYSE
Preferred Stock, Series I
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series I
Trading Symbol	AHT-PI
Security Exchange Name	NYSE