UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2023, the Company held its 2023 Annual 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, for the fiscal year ending December 31, 2023 was ratified and (iii) the compensation program for 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 30, 2023. The final results for the votes regarding each proposal are set forth below.
Election of Trustees
The following persons were duly elected as trustees of the Company until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified: Robert L. Johnson, Leslie D. Hale, Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin Zeigler. The table below sets forth the voting results for each trustee nominee:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
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| Robert L. Johnson | 124,152,502 | 6,773,883 | 5,553 | 9,142,010 | ||||||||||||
| Leslie D. Hale | 127,163,903 | 3,763,367 | 4,668 | 9,142,010 | ||||||||||||
| Evan Bayh | 126,076,759 | 4,849,568 | 5,611 | 9,142,010 | ||||||||||||
| Arthur R. Collins | 128,050,904 | 2,875,809 | 5,225 | 9,142,010 | ||||||||||||
| Nathaniel A. Davis | 125,948,526 | 4,978,220 | 5,192 | 9,142,010 | ||||||||||||
| Patricia L. Gibson | 129,080,551 | 1,846,293 | 5,094 | 9,142,010 | ||||||||||||
| Robert M. La Forgia | 127,162,681 | 3,764,040 | 5,217 | 9,142,010 | ||||||||||||
| Robert J. McCarthy | 129,073,134 | 1,852,649 | 6,155 | 9,142,010 | ||||||||||||
| Robin Zeigler | 129,075,750 | 1,851,568 | 4,620 | 9,142,010 | ||||||||||||
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, 2023. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 136,326,620 | 3,727,211 | 20,117 | 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 program for 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 | |||||||||||
| 120,731,967 | 10,184,619 | 15,352 | 9,142,010 | |||||||||||
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, 2023 | By: | /s/ Leslie D. Hale |
| Leslie D. Hale | ||
| President and Chief Executive Officer | ||