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 14, 2015
APPLE HOSPITALITY REIT, INC.
(Exact name of registrant as specified in its charter)
| Virginia | | 000-53603 | | 26-1379210 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| 814 East Main Street Richmond, Virginia | | 23219 |
| (Address of principal executive offices) | | (Zip Code) |
(804) 344-8121
(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:
| ¨ | 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)) |
Apple Hospitality REIT, Inc. (the “Company”) is filing this report in accordance with Item 5.07 of Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 14, 2015, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders considered: 1) the election of the five directors named in the proxy statement, two of whom will serve a one-year term, one of whom will serve a two-year term and two of whom will serve a three-year term; 2) an advisory vote regarding the approval of the compensation allocated to and paid to the Company’s named executive officers; 3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve for 2015; and 4) the approval of the Apple Hospitality REIT, Inc. 2014 Omnibus Incentive Plan. The Company’s shareholders voted as follows on these matters:
| 1. | The Company’s shareholders elected the five director nominees named in the proxy statement with the following votes: |
| NOMINEE | | FOR | | | WITHHELD | | | BROKER NON-VOTES | |
| Jon A. Fosheim | | | 94,145,408 | | | | 4,662,882 | | | | 268,739,959 | |
| Justin G. Knight | | | 93,195,586 | | | | 5,612,704 | | | | 268,739,959 | |
| Daryl A. Nickel | | | 94,114,186 | | | | 4,694,104 | | | | 268,739,959 | |
| Bruce H. Matson | | | 94,185,545 | | | | 4,622,745 | | | | 268,739,959 | |
| L. Hugh Redd | | | 94,152,233 | | | | 4,656,057 | | | | 268,739,959 | |
Jon A. Fosheim and Justin G. Knight will serve a one-year term expiring at the 2016 Annual Meeting of Shareholders, Daryl A. Nickel will serve a two-year term expiring at the 2017 Annual Meeting of Shareholders and Bruce H. Matson and L. Hugh Redd will serve a three-year term expiring at the 2018 Annual Meeting of Shareholders.
| 2. | The Company’s shareholders voted on the advisory resolution to approve the compensation allocated to and paid to the Company’s named executive officers with the following votes: |
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| | 79,063,170 | | | | 15,695,965 | | | | 4,049,154 | | | | 268,739,960 | |
| 3. | The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. This proposal received the following votes: |
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| | 362,608,862 | | | | 3,131,298 | | | | 1,808,089 | | | | - | |
| 4. | The Company’s shareholders approved the Apple Hospitality REIT, Inc. 2014 Omnibus Incentive Plan. The proposal received the following votes: |
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| | 80,549,513 | | | | 13,749,534 | | | | 4,509,242 | | | | 268,739,960 | |
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.
| | Apple Hospitality REIT, Inc. | |
| | | | |
| | By: | /s/ Justin G. Knight | |
| | | Justin G. Knight | |
| | | President and Chief Executive Officer | |
| | | | |
| | | May 19, 2015 | |
