UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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).
Sotherly Hotels Inc.
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.
Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2023, the Board of Directors (the "Board") of Sotherly Hotels Inc., a Maryland corporation (the "Company") and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, adopted an Executive Officer Incentive Compensation Recovery Policy (the "Clawback Policy") that provides for the recovery of certain incentive-based compensation provided to the Company's executive officers, as determined pursuant to Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended, in the event that the Company is required to prepare an accounting restatement.
The foregoing summary of the Clawback Policy is qualified in its entirety by reference to the full text of the Clawback Policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 31, 2023, the Board of the Company approved an amendment to the Company's Second Amended and Restated Bylaws (the "Bylaws"), effective as of July 31, 2023. The amendment to the Bylaws provides that the presence in person or by proxy of stockholders entitled to cast at least thirty-three and one-third percent, rather than a majority, of all the votes entitled to be cast shall constitute a quorum at all meetings of the stockholders of the Company.
The foregoing summary of the amendment to the Bylaws is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1 |
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Amendment to the Second Amended and Restated Bylaws of the Company, effective as of July 31, 2023. |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: August 4, 2023 |
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SOTHERLY HOTELS INC. |
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By: |
/s/ Anthony E. Domalski |
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Anthony E. Domalski |
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Chief Financial Officer |
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SOTHERLY HOTELS LP |
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by its General Partner, |
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SOTHERLY HOTELS INC. |
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By: |
/s/ Anthony E. Domalski |
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Anthony E. Domalski |
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Chief Financial Officer |