Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2018, RLJ Lodging Trust (the Company) held its 2018 Annual Meeting of Shareholders (the Annual Meeting) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (PWC), the Companys independent registered public accounting firm, was ratified, (iii) the compensation paid to the Companys named executive officers was approved in an advisory vote and (iv) an advisory vote was taken on the frequency of future advisory shareholder votes related to named executive officer compensation. The proposals are described in detail in the Companys Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 23, 2018. 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 2019 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert L. Johnson, Leslie D. Hale, Evan Bayh, Arthur Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Glenda G. McNeal. The table below sets forth the voting results for each trustee nominee:
Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker
Non-Votes
|
Robert L. Johnson
|
|
152,695,621
|
|
7,018,264
|
|
6,679,719
|
Leslie D. Hale
|
|
155,623,505
|
|
4,090,380
|
|
6,679,719
|
Evan Bayh
|
|
155,628,722
|
|
4,085,163
|
|
6,679,719
|
Arthur Collins
|
|
156,407,453
|
|
3,306,432
|
|
6,679,719
|
Nathaniel A. Davis
|
|
133,660,208
|
|
26,053,677
|
|
6,679,719
|
Patricia L. Gibson
|
|
159,642,993
|
|
70,892
|
|
6,679,719
|
Robert M. La Forgia
|
|
156,467,907
|
|
3,245,978
|
|
6,679,719
|
Robert J. McCarthy
|
|
156,448,172
|
|
3,265,713
|
|
6,679,719
|
Glenda G. McNeal
|
|
156,481,734
|
|
3,232,151
|
|
6,679,719
|
Ratification of PWC as the Companys
independent registered public accounting firm
At the Annual Meeting, the Companys shareholders ratified the appointment of PWC as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The table below sets forth the voting results for this proposal:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
162,286,820
|
|
4,065,609
|
|
41,175
|
|
0
|
Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Companys shareholders voted on a non-binding resolution to approve the compensation of the Companys named executive officers. The table below sets forth the voting results for this proposal:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
151,959,463
|
|
7,648,747
|
|
105,675
|
|
6,679,719
|
Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Companys shareholders voted on the frequency of the advisory vote related to named executive officer compensation. The table below sets forth the voting results for this proposal:
Every Year
|
|
Two Years
|
|
Three Years
|
|
Abstentions
|
|
Broker Non-Votes
|
156,215,781
|
|
133,604
|
|
3,296,782
|
|
67,718
|
|
6,679,719
|
2