Form 8-K ASHFORD HOSPITALITY TRUS For: Sep 06
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E-mailUNITED 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): September 6, 2016
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-31775 | 86-1062192 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS 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
Check the appropriated box 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 14-a-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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 6, 2016, the Board of Directors (the “Board”) of Ashford Hospitality Trust, Inc. (the “Company”) appointed Fred Kleisner to the Board.
Mr. Kleisner, age 71, has held senior management positions at Morgans Hotel Group Co., Hard Rock Hotel Holdings LLC, Rex Advisors, LLC, Wyndham International, Inc., Starwood Hotels & Resorts Worldwide, Inc., Westin Hotels and Resorts, Interstate Hotels Company, The Sheraton Corporation, and Hilton Hotels, Corp. Mr. Kleisner currently serves as a director of Caesars Entertainment Corporation, Kindred Healthcare, Inc., Playtime, LLC, as member of the Board of Managers of Ambridge Hospitality, and on the Advisory Council of Michigan State University’s Broad School of Business. He previously served on the board of directors of Apollo Residential Mortgage, Inc., Hard Rock Holdings, LLC, the Museum of Arts & Design, NYC, as a Trustee/Director for the Culinary Institute of America, and as a Trustee of National Outdoor Leadership School. He holds a degree from The School of Hospitality Business at Michigan State University.
In exchange for his services as a director, Mr. Kleisner will receive the following compensation: (i) the pro-rated portion of the $90,000 annual cash retainer paid to each non-employee director in 2016 and (ii) a grant of 10,166 immediately vested shares of our common stock. Mr. Kleisner will also receive reimbursement for reasonable out-of-pocket expenses incurred in connection with his service on the Board. In connection with his appointment, Mr. Kleisner has agreed to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, to maintain the confidentiality of information obtained as a member of the Board and to observe corporate governance requirements of the Company required in connection with the term of his service on the Board. The Company granted a waiver of the mandatory retirement age contained in its Corporate Governance Guideline in connection with Mr. Kleisner’s appointment.
With the appointment of Mr. Kleisner, the Board will consist of seven members, six of whom will be independent.
On September 7, 2016, the Company issued a press release announcing Mr. Kleisner’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number | Description |
99.1 | Press Release of the Company, dated September 7, 2016. |
SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: September 7, 2016
ASHFORD HOSPITALITY TRUST, INC.
By: /s/ DAVID A. BROOKS
David A. Brooks
Chief Operating Officer and General Counsel
EXHIBIT INDEX
Exhibit No. | Description | Paper (P) or Electronic (E) | ||
99.1 | Press Release of the Company, dated September 7, 2016. | E | ||
EXHIBIT 99.1
NEWS RELEASE
Contact: | Deric Eubanks | Jordan Jennings | Marilynn Meek |
Chief Financial Officer | Investor Relations | Financial Relations Board | |
(972) 490-9600 | (972) 778-9487 | (212) 827-3773 | |
ASHFORD TRUST ANNOUNCES APPOINTMENT OF NEW INDEPENDENT DIRECTOR
DALLAS, September 7, 2016 - Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) is pleased to announce the appointment of a new independent director, Fred Kleisner, effective September 6, 2016. The appointment of Mr. Kleisner brings the total number of directors to seven and the total independent directors to six.
Mr. Kleisner, age 71, has held senior management positions at Morgans Hotel Group Co., Hard Rock Hotel Holdings LLC, Rex Advisors, LLC, Wyndham International, Inc., Starwood Hotels & Resorts Worldwide, Inc., Westin Hotels and Resorts, Interstate Hotels Company, The Sheraton Corporation, and Hilton Hotels, Corp. Mr. Kleisner currently serves as a director of Caesars Entertainment Corporation, Kindred Healthcare, Inc., Playtime, LLC, as member of the Board of Managers of Ambridge Hospitality, and on the Advisory Council of Michigan State University’s Broad School of Business. He previously served on the board of directors of Apollo Residential Mortgage, Inc., Hard Rock Holdings, LLC, the Museum of Arts & Design, NYC, as a Trustee/Director for the Culinary Institute of America, and as a Trustee of National Outdoor Leadership School. He holds a degree from The School of Hospitality Business at Michigan State University.
“We are excited to welcome Fred to the Ashford Trust board,” said Monty J. Bennett, Ashford Trust’s Chairman and Chief Executive Officer. “He brings extensive experience from his many years of service in senior leadership positions in the hospitality and real estate investment industries.
Fred’s executive, operational and finance knowledge will make him a valuable addition to our board.”
Mr. Kleisner was introduced to the Company by Greg Cohen of Rambleside Holdings, an investor in Ashford Trust. Mr. Cohen said, “Rambleside is pleased to have helped facilitate the appointment of Fred to the Ashford Trust board. Fred has an outstanding record as a business leader and we believe he will be a strong addition to the Board.”
Cadwalader, Wickersham & Taft LLP served as legal counsel to Ashford Trust, and Kleinberg, Kaplan, Wolff & Cohen, P.C. served as legal counsel to Rambleside Holdings.
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.
Follow Chairman and CEO Monty Bennett on Twitter at www.twitter.com/MBennettAshford or @MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”
Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
-END-
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