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): April 9, 2015
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
Maryland | 001-34693 | 27-1200777 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
50 Cocoanut Row, Suite 211 Palm Beach, Florida | 33480 |
(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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Classification of the Board through Subtitle 8 Opt-out. On April 9, 2015, Board of Trustees (the “Board”) of Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), elected by resolution of its Board, notwithstanding any provision in its Declaration of Trust or Bylaws to the contrary, to opt out of the provisions of Section 3-803 of the Maryland General Corporation Law (the “MGCL”), which permits the board of trustees of a Maryland real estate investment trust to divide its trustees into classes. The Board had previously opted in to Section 3-803 of the MGCL in November 2013 and classified the Board into three classes serving staggered three year terms. As a result of opting out of Section 3-803 of the MGCL, the Company’s Class I trustees who were elected for three-year terms at the 2014 annual meeting of shareholders will continue to serve for their current terms until the Company’s annual meeting of shareholders in 2017. The Company’s Class II trustees will continue to serve for their current terms until the Company’s annual meeting of shareholders in 2015 and the Company’s Class III trustees will continue to serve for their current terms until the annual meeting of shareholders in 2016 and, in each case, until their successors are elected and qualify. At the 2017 annual meeting of shareholders, all trustees shall be elected for a one-year term. The Company filed articles supplementary effecting the Company’s election to opt out of Section 3-803 of the MGCL with the State Department of Assessments and Taxation of Maryland on April 9, 2015 (the “Articles Supplementary”).
The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which is attached hereto as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On April 13, 2015, the Company issued a press release announcing that the Board filed the Articles Supplementary, adopted a Clawback Policy, adopted an Anti-Pledging and Anti-Hedging Policy and made certain revisions to its Corporate Governance Guidelines. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
3.1 | Articles Supplementary relating to Chatham Lodging Trust’s election to opt out of the provisions of Section 3-803 of the MGCL. | |
99.1 | Press release dated April 13, 2015 | |
* The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933. | ||
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 | ||||
April 13, 2015 | By: | /s/ Dennis M. Craven | ||
Name: Dennis M. Craven | ||||
Title: Executive Vice President and Chief Financial Officer | ||||
Exhibit 3.1 | ||||
CHATHAM LODGING TRUST
ARTICLES SUPPLEMENTARY
Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: Pursuant to Section 3-802(b)(3) of the Maryland General Corporation Law (the “MGCL”), the Company, by a resolution (the “Resolution”) of its Board of Trustees (the “Board “) duly adopted at a meeting duly called and held, elected to no longer be subject to Section 3-803 of the MGCL.
SECOND: In accordance with the Resolution, no trustee’s term shall be shortened by the foregoing election. Commencing with the 2015 annual meeting of shareholders, as the term of each class of trustees expires, the successors to such class shall be elected to serve until the next annual meeting and until their successors are duly elected and qualify. Commencing with the 2017 annual meeting of shareholders, the entire board will be elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualify.
THIRD: The Company’s election to no longer be subject to Section 3-803 of the MGCL has been approved by the Board in the manner and by the vote required by law.
FOURTH: The undersigned acknowledges these Articles Supplementary to be the trust act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested by its Secretary and Vice President on this 9th day of April, 2015.
ATTEST: CHATHAM LODGING TRUST
/s/ Eric Kentoff | /s/ Jeffrey H. Fisher | (SEAL) | |
Name: Eric Kentoff | Name: Jeffrey H. Fisher | ||
Title: Secretary and Vice President | Title: Chief Executive Officer and President | ||
For Immediate Release | Exhibit 99.1 |
Contact: | |
Dennis Craven (Company) | Chris Daly |
Chief Financial Officer | Daly Gray, Inc. (Media) |
(561) 227-1386 | (703) 435-6293 |
Chatham Lodging Implements Corporate Governance Changes
PALM BEACH, Fla., April 13, 2015 - Chatham Lodging Trust (NYSE: CLDT), a hotel real estate investment trust (REIT) focused on investing in upscale extended-stay hotels and premium-branded select-service hotels, today announced that its Board of Trustees has approved and implemented several corporate governance initiatives.
These initiatives, which the board believes are in the best interest of the company and its shareholders, are as follows:
• | Opting out of Section 3-803 of the Maryland General Corporation Law (“MGCL”) and completing a full declassification by the 2017 annual meeting of shareholders; |
• | Adopting and approving a Clawback Policy providing for the recoupment by the company of certain incentive compensation under certain circumstances; |
• | Adopting and approving a Policy Prohibiting Pledging and Hedging applicable to trustees and certain officers of the company; and |
• | Amending its Corporate Governance Guidelines to clarify that the board’s annual evaluation process covers not just the entire board and its committees but also each individual trustee. |
“We classified our board in November 2013 solely to protect shareholder value,” said Miles Berger, Chatham’s lead independent trustee. “There was a highly conditional proposal to acquire the company for $21.50 per share, a price the board regarded as extremely low. We feel vindicated in that decision considering that our company has flourished in the interim and our share price has increased significantly, reaching a high of $31.60 in January 2015. The board stated at the time of the board classification its commitment to take action to declassify within two years and that is what the board has done.”
A copy of the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland has been filed with the Securities and Exchange Commission.
About Chatham Lodging Trust
Chatham Lodging Trust is a self-advised REIT that was organized to invest in upscale extended-stay hotels and premium-branded, select-service hotels. The company owns interests in 131 hotels totaling 18,098 rooms/suites, comprised of 35 properties it wholly owns with an aggregate of 5,355 rooms/suites in 15 states and the District of Columbia and a minority investment in three joint ventures that own 96 hotels with an aggregate of 12,743 rooms/suites. Additional information about Chatham may be found at www.chathamlodgingtrust.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Chatham Lodging Trust, including those statements regarding acquisitions, capital expenditures, future operating results and the timing and composition of revenues, among others, and statements containing words such as “expects,” “believes” or "will," which indicate that those statements are forward-looking. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results or performance to differ materially from those discussed in such statements. Additional risks are discussed in the company's filings with the Securities and Exchange Commission.