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, 2020
ASHFORD INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36400 | 84-2331507 |
(State or other jurisdiction of
incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification
Number) |
14185 Dallas Parkway, Suite 1100
Dallas, Texas | 75254 |
(Address of principal executive
offices) | (Zip Code) |
Registrant’s telephone number, including area code:(972) 490-9600
N/A
(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)) |
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.¨
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 Stock | | AINC | | NYSE American LLC |
| Preferred Stock Purchase Rights | | | | NYSE American LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 14, 2020, Ashford Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of March 16, 2020, the record date for the Annual Meeting; (i) 2,461,751 shares of common stock were issued and outstanding; and (ii) 19,120,000 shares of Series D Cumulative Convertible Preferred Stock were issued and outstanding (which shares are convertible, in the aggregate, into 4,068,085 shares of common stock), which are entitled to vote on any matters submitted to the holders of the Company’s common stock under the Company’s amended and restated articles of incorporation. Thus, in the aggregate, a total of 6,529,836 shares of common stock were entitled to vote, each share being entitled to one vote. These results below reflect the application of the voting restrictions set forth in the Investor Rights Agreement dated November 6, 2019, among Mr. Monty J. Bennett, Mr. Archie Bennett Jr., MJB Investments Mr. James L. Cowen, Mr. Jeremy J. Welter, Mr. Mark A. Sharkey, Ms. Marissa A. Bennett and other related parties, as filed with the Securities and Exchange Commission.
At the Annual Meeting, 1,946,799 shares of common stock and 3,999,999 shares of Series D Cumulative Convertible Preferred Stock on an as-converted basis, or approximately 91.07% of the eligible voting shares, were represented either in person or by proxy.
(b) At the Annual Meeting, the stockholders voted on the following items:
1. Proposal 1 – To elect seven nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified. The following nominees were elected to the Company's Board of Directors (constituting the entire Board of Directors), with the voting results for each nominee as shown:
| | | | | | | | | Broker | |
| Name | | For | | | Withheld | | | Non-votes | |
| Monty J. Bennett | | | 4,275,226 | | | | 757,106 | | | | 914,466 | |
| Dinesh P. Chandiramani | | | 4,280,914 | | | | 751,418 | | | | 914,466 | |
| Darrell T. Hail | | | 4,199,798 | | | | 832,534 | | | | 914,466 | |
| J. Robison Hays, III | | | 4,280,601 | | | | 751,731 | | | | 914,466 | |
| Uno Immanivong | | | 4,217,971 | | | | 814,361 | | | | 914,466 | |
| W. Michael Murphy | | | 4,265,256 | | | | 767,076 | | | | 914,466 | |
| Brian Wheeler | | | 4,198,675 | | | | 833,657 | | | | 914,466 | |
2. Proposal 2 – To obtain advisory approval of the Company’s executive compensation. This proposal was approved by the votes indicated below:
| For | | Against | | Abstain | | Broker Non-votes |
| 4,232,256 | | 776,036 | | 24,040 | | 914,466 |
3. Proposal 3 – To recommend the frequency of advisory votes on the Company’s executive compensation. “1 Year” was approved by the votes indicated below:
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-votes |
| 4,665,506 | | 850 | | 336,377 | | 29,598 | | 914,466 |
Based on these voting results, the Company will hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency of votes on executive compensation. A stockholder vote on the frequency of votes on executive compensation is required to be held at least once every six years.
4. Proposal 4 – To ratify the appointment of BDO USA, LLP, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2020. This proposal was approved by the votes indicated below:
| For | | Against | | Abstain |
| 5,909,059 | | 35,042 | | 2,697 |
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.
| | ASHFORD INC. |
| | |
| | By: | /s/ Robert G. Haiman |
| | | Robert G. Haiman |
| | | Executive Vice President, General Counsel & Secretary |
Date: May 19, 2020
