UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2014
SOTHERLY HOTELS INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Maryland | | 001-32379 | | 20-1531029 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
410 W. Francis Street
Williamsburg, Virginia 23185
(757) 229-5648
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)
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:
| | ¨ | 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 5.07 | Submission of Matters to a Vote of Security Holders |
Sotherly Hotels Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders on April 22, 2014 (the “Annual Meeting”). The Company is providing the following information regarding the final results of the matters voted on by stockholders at the Annual Meeting:
| a) | Election of seven (7) Directors to serve for the ensuing year and until their respective successors are elected: |
| | | | | | | | | | | | |
Director Nominee | | Votes For | | | Votes
Withheld | | | Broker
Non-Votes | |
David J. Beatty | | | 3,422,388 | | | | 818,309 | | | | 5,176,062 | |
David R. Folsom | | | 4,125,581 | | | | 115,116 | | | | 5,176,062 | |
James P. O’Hanlon | | | 3,361,864 | | | | 878,833 | | | | 5,176,062 | |
Andrew M. Sims | | | 4,127,401 | | | | 113,296 | | | | 5,176,062 | |
Kim E. Sims | | | 3,310,393 | | | | 930,304 | | | | 5,176,062 | |
Edward S. Stein | | | 4,194,467 | | | | 46,230 | | | | 5,176,062 | |
Anthony C. Zinni | | | 3,383,338 | | | | 857,359 | | | | 5,176,062 | |
| b) | Ratification of the appointment of Grant Thornton LLP, the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014: 9,288,751 shares in favor, 98,709 shares against and 29,299 shares abstaining. There were no broker non-votes for this proposal. |
| c) | An advisory vote on executive compensation: 3,804,078 shares in favor, 144,498 shares against and 292,121 shares abstaining. There were 5,176,062 broker non-votes for this proposal. |
2
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.
Date: April 25, 2014
| | |
| SOTHERLY HOTELS INC. |
| |
| By: | | /s/ Andrew M. Sims |
| | Andrew M. Sims |
| | Chief Executive Officer |
3
