Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐Definitive Proxy Statement

☒Definitive Additional Materials

☐Soliciting Material Pursuant to § 240.14a-12

Hersha Hospitality Trust

(Name of Registrant as Specified In Its Charter)

_____________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Supplemental Information for 2022 Annual Meeting of Shareholders

Dear Fellow Hersha Shareholder:

We are writing to ask you for your support by voting in accordance with the recommendations of our Board of Trustees on all of the proposals and election of all trustees included in our 2022 Proxy Statement, which was filed on April 14, 2022. In particular, we are requesting your vote FOR Proposal 2, the annual advisory vote on the compensation paid to our named executive officers ("NEOs") (the “Say-on-Pay Proposal”).

We are pleased that Glass Lewis has recommended a vote FOR this Proposal 2, however, are disappointed that Institutional Shareholder Services (“ISS”) has reached a different conclusion.

We are providing this supplemental information to summarize some of the key aspects of our compensation program and recent pay decisions and reiterate our continued commitment to pay-for-performance alignment.

Thank you for your continued support,

Thomas J. Hutchinson III (Chair), Jackson Hsieh, Michael A. Leven,

Dianna F. Morgan, and John M. Sabin