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 7, 2019
DiamondRock Hospitality Company
(Exact name of registrant as specified in charter)
Maryland | | 001-32514 | | 20-1180098 |
(State or Other | | (Commission File Number) | | (IRS Employer |
Jurisdiction | | | | Identification No.) |
of Incorporation) | | | | |
2 Bethesda Metro Center, Suite 1400
Bethesda, MD 20814
(Address of Principal Executive Offices) (Zip Code)
(240) 744-1150
(Registrant’s telephone number, including area code)
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 Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company o
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. o
Securities registered pursuant to Section 12(b) of the Securities Act:
Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common stock, $0.01 par value per share | | DRH | | New York Stock Exchange |
ITEM 3.03. Material Modification to Rights of Security Holders.
As described below in Item 5.07 of this Current Report on Form 8-K, on May 7, 2019, the stockholders of DiamondRock Hospitality Company (the “Company”) voted at the 2019 annual meeting of stockholders (the “Annual Meeting”) to approve an amendment (the “Charter Amendment”) to the Company’s Articles of Amendment and Restatement (the “Charter”) to reduce the number of stockholder votes necessary to approve amendments to the Charter and certain extraordinary actions from two-thirds of the votes entitled to be cast on the matter to a majority of the votes entitled to be cast on the matter. On May 8, 2019, the Company filed Articles of Amendment to the Charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to effect the Charter Amendment.
The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in this Current Report on Form 8-K under “Item 3.03 Material Modifications to Rights of Security Holders” is incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 7, 2019. The results of the voting at the Annual Meeting were as follows:
1. The following directors were elected to the Company’s Board of Directors (constituting the entire Board of Directors) to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified:
Name | | For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | | |
Mark W. Brugger | | 190,199,517 | | 2,207,326 | | 21,005 | | 1,289,008 |
Timothy R. Chi | | 191,373,906 | | 1,032,937 | | 21,005 | | 1,289,008 |
Maureen L. McAvey | | 189,509,998 | | 2,897,667 | | 21,183 | | 1,289,008 |
William W. McCarten | | 189,685,090 | | 2,721,753 | | 21,005 | | 1,289,008 |
Gilbert T. Ray | | 189,463,635 | | 2,943,308 | | 20,905 | | 1,289,008 |
William J. Shaw | | 191,331,550 | | 1,075,393 | | 20,905 | | 1,289,008 |
Bruce D. Wardinski | | 191,326,713 | | 1,080,230 | | 20,905 | | 1,289,008 |
Kathleen A. Wayton | | 191,699,252 | | 708,512 | | 20,084 | | 1,289,008 |
2. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
For | | Against | | Abstain | | Broker Non-Votes |
184,058,463 | | 7,352,582 | | 16,803 | | 1,289,008 |
3. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2019.
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For | | Against | | Abstain |
191,751,681 | | 1,956,293 | | 8,882 |
4. The Company’s stockholders approved the Charter Amendment.
For | | Against | | Abstain | | Broker Non-Votes |
191,904,620 | | 494,649 | | 28,579 | | 1,289,008 |
ITEM 9.01. Financial Statements and Exhibits.
d) Exhibits
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SIGNATURE
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.
| DIAMONDROCK HOSPITALITY COMPANY |
| |
Date: May 13, 2019 | By | /s/ Briony R. Quinn |
| | Briony R. Quinn |
| | Senior Vice President and Treasurer |
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