SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 24, 2005
ASHFORD HOSPITALITY TRUST, INC.
| MARYLAND (State of Incorporation) | 001-31775 (Commission File Number) | 86-1062192 (I.R.S. Employer Identification Number) |
| 14185 Dallas Parkway, Suite 1100 Dallas, Texas (Address of principal executive offices) | 75254 (Zip code) |
Registrant’s telephone number, including area code: (972) 490-9600
Check the appropriate box 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 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 24, 2005, the Compensation Committee of the Board of Directors for Ashford Hospitality Trust, Inc. (the “Company”) approved increases to annual base salaries, retroactively effective January 1, 2005, to its executive officers and issuances of restricted common stock, which vest 1/3 annually over three years, to its executive officers and Chairman of the Board of Directors as follows:
| Restricted | Former | Adjusted | ||||||||||
| Stock Awards (1) | Base Salary | Base Salary | ||||||||||
| Archie Bennett, Jr. | $ | 562,240 | ||||||||||
| Chairman of the Board of Directors | ||||||||||||
| Montgomery J. Bennett | $ | 1,099,380 | $ | 425,000 | $ | 467,500 | ||||||
| President and Chief Executive Officer | ||||||||||||
| Douglas A. Kessler | $ | 907,616 | $ | 300,000 | $ | 360,000 | ||||||
| Chief Operating Officer | ||||||||||||
| David J. Kimichik | $ | 411,640 | $ | 260,000 | $ | 286,000 | ||||||
| Chief Financial Officer | ||||||||||||
| David A. Brooks | $ | 411,640 | $ | 260,000 | $ | 286,000 | ||||||
| Chief Legal Officer | ||||||||||||
| Mark L. Nunneley | $ | 165,660 | $ | 165,000 | $ | 181,500 | ||||||
| Chief Accounting Officer | ||||||||||||
(1) Represents shares of restricted common stock issued March 24, 2005, valued at $10.04 per share, the closing price of the Company’s common stock on the date of issuance.
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: March 29, 2005
| ASHFORD HOSPITALITY TRUST, INC. | ||||
| By: | /s/ DAVID A. BROOKS | |||
| David A. Brooks | ||||
| Chief Legal Officer | ||||