UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 26, 2024, the Company held its 2024 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, 2024 was ratified, (iii) the compensation program for the Company’s named executive officers was approved in an advisory vote, and (iv) an advisory vote was taken on the frequency of future advisory shareholder votes related to named executive officer compensation. 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, 2024. 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 2025 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 | ||||||||||||
| Robert L. Johnson | 129,424,355 | 7,393,577 | 38,135 | 3,601,068 | ||||||||||||
| Leslie D. Hale | 133,777,826 | 3,069,732 | 8,509 | 3,601,068 | ||||||||||||
| Evan Bayh | 129,847,531 | 7,000,701 | 7,835 | 3,601,068 | ||||||||||||
| Arthur R. Collins | 134,770,067 | 2,078,232 | 7,768 | 3,601,068 | ||||||||||||
| Nathaniel A. Davis | 130,048,732 | 6,799,521 | 7,814 | 3,601,068 | ||||||||||||
| Patricia L. Gibson | 135,010,773 | 1,837,207 | 8,087 | 3,601,068 | ||||||||||||
| Robert M. La Forgia | 132,133,800 | 4,714,060 | 8,207 | 3,601,068 | ||||||||||||
| Robert J. McCarthy | 135,019,032 | 1,828,843 | 8,192 | 3,601,068 | ||||||||||||
| Robin Zeigler | 135,036,026 | 1,809,890 | 10,151 | 3,601,068 | ||||||||||||
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, 2024. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 136,191,033 | 4,257,336 | 8,766 | 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 | |||||||||||
| 124,938,484 | 11,886,838 | 30,745 | 3,601,068 | |||||||||||
Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Company’s shareholders voted on the frequency of the advisory vote related to named executive officer compensation. The table below sets forth the voting results for this proposal:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 132,630,454 | 151,704 | 4,047,021 | 26,888 | 3,601,068 | ||||||||||||||
In light of the results of the advisory vote on the frequency of the advisory vote to approve named executive officer compensation, the Board of Trustees determined that the Company will continue to hold an advisory vote on executive compensation every year. This determination will be reevaluated after the next shareholder advisory vote on the frequency of the advisory vote on executive compensation.
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 2, 2024 | By: | /s/ Leslie D. Hale |
| Leslie D. Hale | ||
| President and Chief Executive Officer | ||