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): May 18, 2010
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 1100 | | |
| Dallas, Texas | | 75254 |
| | | |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code (972) 490-9600
Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
(a) Ashford held its Annual Meeting of Stockholders on May 18, 2010.
(b) Stockholders were asked to vote on two proposals: the election of directors and the ratification of Ernst & Young LLP as the Company’s auditors for 2010. Final votes regarding the election of seven directors for terms expiring at the 2011 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one year term.
| | | | | | | | | | | | | |
| | | | | | | | | | | ABSTENTIONS |
| | | | | | | | | | | AND |
| | | | | | | | | | | BROKER |
| | | FOR | | WITHHELD | | NON-VOTES |
| Archie Bennett Jr. | | | 42,718,462 | | | | 2,000,977 | | | | 7,745,018 | |
| Monty J. Bennett | | | 42,719,120 | | | | 2,000,319 | | | | 7,745,018 | |
| Benjamin J. Ansell MD | | | 35,796,332 | | | | 8,923,107 | | | | 7,745,018 | |
| Thomas E. Callahan | | | 43,829,249 | | | | 890,190 | | | | 7,745,018 | |
| Martin L. Edelman | | | 41,533,233 | | | | 3,186,206 | | | | 7,745,018 | |
| W. Michael Murphy | | | 34,542,097 | | | | 10,177,342 | | | | 7,745,018 | |
| Phillip S. Payne | | | 36,943,350 | | | | 7,776,089 | | | | 7,745,018 | |
Final votes on the ratification of the appointment of Ernst &Young LLP as independent auditors of Ashford to serve for the 2010 calendar year are set forth below. Accordingly, the appointment of Ernst & Young LLP was approved.
| | | | | |
| | | | | ABSTENTIONS |
| | | | | AND |
| | | | | BROKER |
| FOR | | AGAINST | | NON-VOTES |
| 50,951,615 | | 1,369,276 | | 143,566 |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 19, 2010
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| | ASHFORD HOSPITALITY TRUST, INC.
| |
| | By: | /s/ DAVID A. BROOKS | |
| | | David A. Brooks | |
| | | Chief Operating Officer and General Counsel | |
| |
