Current Report Filing (8-k)
05 May 2023 - 7:28AM
Edgar (US Regulatory)
0001511337
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0001511337
2023-04-28
2023-04-28
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xbrli:shares
iso4217:USD
xbrli:shares
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): April 28, 2023
RLJ LODGING TRUST
(Exact name of Registrant as Specified
in Its Charter)
| Maryland | |
001-35169 | |
27-4706509 |
(State
or Other Jurisdiction
of
Incorporation) | |
(Commission
File
Number) | |
(IRS
Employer
Identification
No.) |
|
3
Bethesda Metro Center Suite 1000,
Bethesda,
Maryland |
|
|
|
20814 |
| (Address
of Principal Executive Offices) |
|
|
|
(Zip
Code) |
(301) 280-7777
(Registrant’s
Telephone Number, Including Area Code)
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 (see General Instructions A.2.
below):
| ¨ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name
of each exchange on which
registered |
| Common
Shares of beneficial interest, par value $0.01 per share |
RLJ |
New York Stock Exchange |
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2023, the Company held its 2023 Annual
Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers
LLP (“PWC”), the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2023
was ratified and (iii) the compensation program for the Company’s named executive officers was approved in an advisory vote. The
proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and
Exchange Commission on March 30, 2023. The final results for the votes regarding each proposal are set forth below.
Election of Trustees
The following persons were duly elected as trustees
of the Company until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified: Robert L. Johnson,
Leslie D. Hale, Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin
Zeigler. The table below sets forth the voting results for each trustee nominee:
| Nominee |
|
Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker
Non-Votes |
|
| Robert L. Johnson |
|
|
124,152,502 |
|
|
|
6,773,883 |
|
|
|
5,553 |
|
|
|
9,142,010 |
|
| Leslie D. Hale |
|
|
127,163,903 |
|
|
|
3,763,367 |
|
|
|
4,668 |
|
|
|
9,142,010 |
|
| Evan Bayh |
|
|
126,076,759 |
|
|
|
4,849,568 |
|
|
|
5,611 |
|
|
|
9,142,010 |
|
| Arthur R. Collins |
|
|
128,050,904 |
|
|
|
2,875,809 |
|
|
|
5,225 |
|
|
|
9,142,010 |
|
| Nathaniel A. Davis |
|
|
125,948,526 |
|
|
|
4,978,220 |
|
|
|
5,192 |
|
|
|
9,142,010 |
|
| Patricia L. Gibson |
|
|
129,080,551 |
|
|
|
1,846,293 |
|
|
|
5,094 |
|
|
|
9,142,010 |
|
| Robert M. La Forgia |
|
|
127,162,681 |
|
|
|
3,764,040 |
|
|
|
5,217 |
|
|
|
9,142,010 |
|
| Robert J. McCarthy |
|
|
129,073,134 |
|
|
|
1,852,649 |
|
|
|
6,155 |
|
|
|
9,142,010 |
|
| Robin Zeigler |
|
|
129,075,750 |
|
|
|
1,851,568 |
|
|
|
4,620 |
|
|
|
9,142,010 |
|
Ratification of PWC as the Company’s independent registered
public accounting firm
At the Annual Meeting, the Company’s shareholders
ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2023. The table below sets forth the voting results for this proposal:
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| |
136,326,620 |
|
|
|
3,727,211 |
|
|
|
20,117 |
|
|
|
0 |
|
Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Company’s shareholders
voted on a non-binding resolution to approve the compensation program for the Company’s named executive officers. The table below
sets forth the voting results for this proposal:
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| |
120,731,967 |
|
|
|
10,184,619 |
|
|
|
15,352 |
|
|
|
9,142,010 |
|
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.
| |
RLJ LODGING TRUST |
| |
|
| Date: May 4, 2023 |
By: |
/s/ Leslie D. Hale |
| |
|
Leslie D. Hale |
| |
|
President and Chief Executive Officer |
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