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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| (Address of Principal Executive Offices) | (Zip Code) |
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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 (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name
of each exchange on which registered |
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
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. ¨
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 | ||
Cover |
Apr. 28, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 28, 2023 |
| Entity File Number | 001-35169 |
| Entity Registrant Name | RLJ LODGING TRUST |
| Entity Central Index Key | 0001511337 |
| Entity Tax Identification Number | 27-4706509 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 3 Bethesda Metro Center |
| Entity Address, Address Line Two | Suite 1000 |
| Entity Address, City or Town | Bethesda |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20814 |
| City Area Code | 301 |
| Local Phone Number | 280-7777 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares of beneficial interest, par value $0.01 per share |
| Trading Symbol | RLJ |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |