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): March 9, 2018
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
Maryland |
| 001-35972 |
| 46-2488594 |
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer |
14185 Dallas Parkway, Suite 1100 |
| 75254 |
(Address of principal executive offices) |
| (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 Company under any of the following provisions:
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(§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 x
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
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On March 9, 2018, the Board of Directors of Ashford Hospitality Prime, Inc. (the “Company”) appointed Mr. Jeremy J. Welter as Chief Operating Officer of the Company and appointed David A. Brooks as Chief Transactions Officer, General Counsel and Secretary of the Company, effective March 9, 2018. Also on March 9, 2018, Mr. David A. Brooks ceased to serve as the Company’s Chief Operating Officer.
Biographical information for Messrs. Welter and Brooks, including age, term of office with the Company and experience, is included in the Company’s definitive proxy statement on Schedule 14A for the 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 28, 2017 (the “Proxy Statement”), and is incorporated herein by reference.
There are no family relationships between each of Messrs. Welter and Brooks and any of the Company’s executive officers or directors. There are no arrangements or understandings between each of Messrs. Welter and Brooks and any other person pursuant to which each of Messrs. Welter and Brooks was selected as an officer of the Company. Except for their employment relationship with Ashford Inc. and the compensation provided to them thereunder and except as disclosed in the Company’s Proxy Statement, quarterly reports on Form 10-Q or annual report on Form 10-K for 2017, none of Messrs. Welter or Brooks or any of their related persons (as defined in Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is a party to any transaction in which the Company is a participant that is required to be disclosed under Item 404(a) of Regulation S-K under the Exchange Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 12, 2018
| ASHFORD HOSPITALITY PRIME, INC. | |
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| By: | /s/ David A. Brooks |
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| David A. Brooks |
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| Chief Transactions Officer, General Counsel and Secretary |