Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2022
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
Maryland
001-14765
25-1811499
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
44 Hersha Drive
Harrisburg, Pennsylvania17102
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (717) 236-4400
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 13e4(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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Shares of Beneficial Interest, par value $.01 per share
HT
New York Stock Exchange
6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share
HT-PC
New York Stock Exchange
6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share
HT-PD
New York Stock Exchange
6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share
HT-PE
New York Stock Exchange
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2022, the Company held its 2022 annual meeting of shareholders (the “Annual Meeting”). There were28,536,587 common shares of the Company represented in person or by proxy at the meeting, constituting approximately73%of outstanding common shares on March 31, 2022, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: Election of Four Class I Trustees to the Company’s Board of Trustees
For
Against
Abstain
Broker Non-Votes
Jay H. Shah
20,573,074
653,456
20,977
7,289,080
Thomas J. Hutchison III
20,124,233
1,103,152
20,121
7,289,080
Donald J. Landry
18,318,143
2,910,406
18,958
7,289,080
Michael A. Leven
16,370,494
4,709,601
167,412
7,289,080
All trustee nominees were duly elected. Each of the individuals named in the table above will serve as a Class I Trustee until the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified.
Proposal 2: Advisory Vote on Executive Compensation
For
Against
Abstain
Broker Non-Votes
13,437,730
7,767,077
42,701
7,289,080
The proposal was approved on an advisory basis.
Proposal 3: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
For
Against
Abstain
Broker Non-Votes
28,255,459
198,746
82,382
N/A
The appointment was ratified.
SIGNATURE
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 thereunto duly authorized.
