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 18, 2023
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(561 ) 802-4477
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||||||
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 18, 2023, Chatham Lodging Trust (the “Company”) held its Annual Meeting of Shareholders. The matters on which the shareholders voted, in person or by proxy were:
i.for the election of trustees Edwin B. Brewer, Jr., Jeffrey H. Fisher, David Grissen, Mary Beth Higgins, Robert Perlmutter, Rolf E. Ruhfus, and Ethel Isaacs Williams to serve until our 2024 Annual Meeting of Shareholders and/or until their successors are duly elected and qualified;
ii.for the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2023;
iii.for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers; and
iv.for the approval of a proposal to amend the Company’s Declaration of Trust to provide shareholders with the ability to amend the Company’s Bylaws.
All of the nominees were elected by the requisite vote, the ratification to select the independent registered public accountants was approved, the compensation of the Company’s named executive officers was approved, and one year was the frequency of executive compensation votes recommended by shareholders. The results of the voting were as follows:
| Trustee | Votes For | Votes Against/Withheld | Abstain | Broker Non-Votes | % For/Against | ||||||||||||
| Edwin B. Brewer, Jr. | 37,121,064 | 2,446,333 | 0 | 4,007,887 | 93.82% | ||||||||||||
| Jeffrey H. Fisher | 38,636,854 | 930,543 | 0 | 4,007,887 | 97.65% | ||||||||||||
| David Grissen | 39,186,694 | 380,703 | 0 | 4,007,887 | 99.04% | ||||||||||||
| Mary Beth Higgins | 39,141,788 | 425,610 | 0 | 4,007,887 | 98.92% | ||||||||||||
| Robert Perlmutter | 38,440,445 | 1,126,952 | 0 | 4,007,887 | 97.15% | ||||||||||||
| Rolf E. Ruhfus | 39,025,936 | 541,461 | 0 | 4,007,887 | 98.63% | ||||||||||||
| Ethel Isaacs Williams | 38,603,357 | 964,041 | 0 | 4,007,887 | 97.56% | ||||||||||||
Ratification of the selection of independent registered public accountants:
| Votes For | Votes Against | Abstentions | % For/Against | ||||||||||||||
| 43,004,030 | 554,874 | 16,381 | 98.73% | ||||||||||||||
Approval of compensation of named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | % For/Against | ||||||||||
| 37,899,814 | 1,621,545 | 46,038 | 4,007,887 | 95.90% | ||||||||||
Approval of the advisory vote on the frequency of holding future advisory votes on executive compensation:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
| 38,441,380 | 54,827 | 1,041,326 | 29,865 | 4,007,887 | ||||||||||
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.
| CHATHAM LODGING TRUST | ||||||||||||||
| May 19, 2023 | By: | /s/ Jeremy B. Wegner | ||||||||||||
| Name: Jeremy B. Wegner | ||||||||||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||||||||||