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 19, 2020
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
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| | | | |
| Maryland | | 001-34571 | | 27-1055421 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
|
| | |
| 4747 Bethesda Avenue, | Suite 1100 | |
| Bethesda, | Maryland | 20814 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (240) 507-1300
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))
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| | | | |
| Securities registered pursuant to Section 12(b) of the Act: | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares, $0.01 par value per share | | PEB | | New York Stock Exchange |
| Series C Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PC | | New York Stock Exchange |
| Series D Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PD | | New York Stock Exchange |
| Series E Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PE | | New York Stock Exchange |
| Series F Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PF | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2020, Pebblebrook Hotel Trust (the “Company”) convened its 2020 Annual Meeting of Shareholders. The matters on which the shareholders voted were:
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| (i) | the election of the trustees of the Company to serve until its 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified; |
| |
| (ii) | the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2020; and |
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| (iii) | the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers. |
All of the trustee nominees were elected, the selection of the independent registered public accountants was ratified and the compensation of the Company’s named executive officers was approved. The results of the voting were as set forth below.
Proposal 1 - election of trustees:
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| | | | | | |
| Trustee | | Votes For | | Votes Against | | Abstentions |
| Jon E. Bortz | | 109,693,224 | | 3,931,859 | | 43,089 |
| Cydney C. Donnell | | 112,371,978 | | 1,253,496 | | 42,698 |
| Ron E. Jackson | | 111,772,637 | | 1,852,474 | | 43,061 |
| Phillip M. Miller | | 112,523,278 | | 1,101,834 | | 43,060 |
| Michael J. Schall | | 112,273,033 | | 1,352,109 | | 43,030 |
| Bonny W. Simi | | 111,980,256 | | 1,647,864 | | 40,052 |
| Earl E. Webb | | 112,615,832 | | 1,009,260 | | 43,080 |
Proposal 2 - ratification of the appointment of independent registered public accountants:
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| | | | |
| Votes For | | Votes Against | | Abstentions |
| 122,168,284 | | 1,592,608 | | 41,054 |
Proposal 3 - approval of compensation of named executive officers:
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| | | | |
| Votes For | | Votes Against | | Abstentions |
| 110,022,566 | | 3,583,608 | | 61,998 |
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.
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| | PEBBLEBROOK HOTEL TRUST |
| | |
| May 20, 2020 | By: | /s/ Raymond D. Martz |
| | | Name: | Raymond D. Martz |
| | | Title: | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
