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 28, 2017

 

RLJ LODGING TRUST

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-35169

 

27-4706509

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification Number)

 

 

 

3 Bethesda Metro Center
Suite 1000
Bethesda, MD

 

20814

(Address of principal executive offices)

 

(Zip Code)

 

(301) 280-7777

(Registrant’s telephone number, including area code)

 

Not applicable

(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 (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

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 o

 

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. o

 

 

 



 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On April 28, 2017, RLJ Lodging Trust (the “Company”) held its 2017Annual Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (“PWC”), the Company’s independent registered public accounting firm, was ratified and (iii) the compensation paid to the Company’s named executive officers was approved in an advisory vote. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 28, 2017. The final results for the votes regarding each proposal are set forth below.

 

Election of Trustees

 

The following persons comprising the entire previous board of trustees of the Company were duly elected as trustees of the Company until the 2018 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert L. Johnson, Ross H. Bierkan, Evan Bayh, Nathaniel A. Davis, Robert M. La Forgia, Glenda G. McNeal and Arthur Collins. The table below sets forth the voting results for each trustee nominee:

 

Nominee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

Robert L. Johnson

 

109,925,455

 

4,030,028

 

218,896

 

2,854,286

 

Ross H. Bierkan

 

113,787,816

 

167,835

 

218,728

 

2,854,286

 

Evan Bayh

 

113,412,107

 

543,569

 

218,703

 

2,854,286

 

Nathaniel A. Davis

 

106,865,302

 

7,090,375

 

218,702

 

2,854,286

 

Robert M. La Forgia

 

113,942,404

 

13,078

 

218,897

 

2,854,286

 

Glenda G. McNeal

 

113,946,529

 

9,155

 

218,695

 

2,854,286

 

Arthur Collins

 

113,797,627

 

157,966

 

218,786

 

2,854,286

 

 

Ratification of PWC as the Company’s independent registered public accounting firm

 

At the Annual Meeting, the Company’s shareholders ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The table below sets forth the voting results for this proposal:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

116,736,059

 

99,133

 

193,473

 

0

 

 

Advisory Vote to Approve Named Executive Officer Compensation

 

At the Annual Meeting, the Company’s shareholders voted on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

111,819,224

 

2,028,465

 

326,690

 

2,854,286

 

 

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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.

 

 

RLJ LODGING TRUST

 

 

 

 

 

Date: May 4, 2017

By:

/s/ Frederick D. McKalip

 

 

Frederick D. McKalip
Senior Vice President and General Counsel

 

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