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 |
|
20814 | ||||
(Address of principal executive offices) |
|
(Zip Code) | ||||
(301) 280-7777
(Registrants 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 Companys independent registered public accounting firm, was ratified and (iii) the compensation paid to the Companys named executive officers was approved in an advisory vote. The proposals are described in detail in the Companys 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 |
|
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 Companys independent registered public accounting firm
At the Annual Meeting, the Companys shareholders ratified the appointment of PWC as the Companys 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 Companys shareholders voted on a non-binding resolution to approve the compensation of the Companys 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 |
|
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 |