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): January 11, 2017
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.) |
222 Lakeview Avenue, Suite 200 West Palm Beach, Florida | 33401 |
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2017, Glen R. Gilbert, member of the board of trustees (the “Board of Trustees”) of Chatham Lodging Trust (the “Company”) and chairman of the Company’s Audit Committee, passed away.
On January 11, 2017, the Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Edwin B. Brewer, Jr as a trustee of the Company to fill the vacancy created by Mr. Gilbert’s death, effective immediately.
Since August 2014, Mr. Brewer has served as executive vice president, chief financial officer and treasurer of Education Realty Trust, Inc. (NYSE: EDR). From 2007 through 2012, Mr. Brewer served as executive vice president and chief financial officer for Sedgwick Claims Management Services, Inc., the leading provider of technology-enabled claims and productivity management solutions. He was responsible for internal and external financial reporting, income taxes, real estate, budgeting, treasury and internal auditing. From 1983 to 2007, Mr. Brewer worked at PricewaterhouseCoopers where he rose to the position of partner with a client base focused on public and private real estate investment trusts. A certified public accountant (inactive), Mr. Brewer has a bachelor’s degree in commerce and business administration from the University of Alabama.
Mr. Brewer will serve as a trustee of the Company until the Company’s 2017 annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. The Board also appointed Mr. Brewer to serve as chairman of the Company’s Audit Committee.
Mr. Brewer will receive a one-time initial grant of 5,000 restricted common shares and will also receive commensurate with compensation paid to the other members of the Board of Trustees and Board committee chairmen.
Item 7.01. Regulation FD Disclosure.
On January 11, 2017, the Company issued a press release announcing the appointment of Mr. Brewer to the Board of Trustees. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report.
Exhibit Number | Description | |
99.1 | Press Release dated January 11, 2017 | |
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 | ||||
January 11, 2017 | By: | /s/ Jeremy B. Wegner | ||
Name: Jeremy B. Wegner | ||||
Title: Senior Vice President and Chief Financial Officer | ||||
For Immediate Release | Exhibit 99.1 | ||||
Contact: | |||||
Chris Daly | Dennis Craven (Company) | ||||
Daly Gray Public Relations (Media) | Chief Operating Officer | ||||
chris@dalygray.com | dcraven@cl-trust.com | ||||
(703) 435-6293 | (561) 227-1386 | ||||
Chatham Lodging Appoints Bill Brewer to Board of Trustees
WEST PALM BEACH, Fla., January 11, 2017- Chatham Lodging Trust (NYSE: CLDT), a lodging real estate investment trust (REIT) that invests in upscale, extended-stay hotels and premium-branded, select-service hotels and owns 133 hotels wholly or through joint ventures, today announced the appointment of Bill Brewer to the company's board of trustees, effective immediately. Mr. Brewer will serve as an independent director and chair the audit committee. He replaces Glen Gilbert who passed away.
"Glen was a valued member of our board of trustees since our 2010 IPO, and we are grateful to him for his outstanding service and commitment to Chatham Lodging Trust,” said Jeffrey H. Fisher, Chatham’s chief executive officer.
Mr. Brewer is executive vice president, chief financial officer and treasurer of Education Realty Trust (NYSE: EDR), one of America's largest owners, developers and managers of student housing real estate. Before joining EdR, he served as executive vice president and chief financial officer for Sedgwick Claims Management Services, Inc., the leading provider of technology-enabled claims and productivity management solutions. Mr. Brewer began and spent the majority of his career at PricewaterhouseCoopers where he rose to partner with a client base focused on public and private real estate investment trusts, primarily in lodging.
“Bill brings tremendous REIT experience given his current role at EdR and his involvement servicing many of the hotel REITs throughout his career at PwC dating back to the 1990’s when many of the initial lodging REITs became publicly traded. We are confident that Bill’s financial expertise will contribute greatly to our board and management team,” Fisher emphasized.
About Chatham Lodging Trust
Chatham Lodging Trust is a self-advised, publicly-traded real estate investment trust focused primarily on investing in upscale, extended-stay hotels and premium-branded, select-service hotels. The company owns interests in 133 hotels totaling 18,210 rooms/suites, comprised of 38 properties it wholly owns with an aggregate of 5,712 rooms/suites in 15 states and the District of Columbia and a minority investment in two joint ventures that own 95 hotels with an aggregate of 12,498 rooms/suites. Additional information about Chatham may be found at chathamlodgingtrust.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements about the company's business that are not historical facts are "forward-looking statements." Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause the company's future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions "Item 1A. Risk Factors" and "Forward-Looking Statements" in our annual report on Form 10-K and under the caption "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" (or similar captions) in our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the dates on which they are made, and the company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise, unless required by law.