SEC Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 19, 2016
 
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
 
Maryland
001-34693
27-1200777
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
222 Lakeview Avenue, Suite 200
West Palm Beach, Florida

33401
(Address of principal executive offices)
(Zip Code)
(561) 802-4477
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from last report)

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:
 
¨
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))
 






ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 19, 2016, Chatham Lodging Trust (the “Company”) held its Annual Meeting of Shareholders. The matters on which the shareholders voted, in person or by proxy were:
(i)
for the election of trustees C. Gerald Goldsmith, Rolf E. Ruhfus, Jeffrey H. Fisher, Thomas J. Crocker, and Robert Perlmutter to serve until our 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

(ii)
for the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2016; and

(iii)
for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers.

All of the nominees were elected, the ratification to select the independent registered public accountants was approved, and the compensation of the Company’s named executive officers was approved. The results of the voting were as follows:

 
 
 
 
 
 
 
 
 
Trustee
 
Votes For
 
Votes Against/Withheld
 
Abstain
 
Broker Non-Votes
C. Gerald Goldsmith
 
32,902,368
 
608,855
 
0
 
2,759,857
Rolf E. Ruhfus
 
33,281,498
 
229,725
 
0
 
2,759,857
Jeffrey H. Fisher
 
32,596,488
 
914,735
 
0
 
2,759,857
Thomas J. Crocker
 
33,103,316
 
407,907
 
0
 
2,759,857
Robert Perlmutter
 
33,283,156
 
228,067
 
0
 
2,759,857

Ratification of the selection of independent registered public accountants:
Votes For
 
Votes Against
 
Abstentions
36,149,299
 
104,012
 
17,769

Approval of compensation of named executive officers:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
32,854,616
 
613,559
 
43,048
 
2,759,857






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.
 
 
 
 
 
 
 
CHATHAM LODGING TRUST
  
 
 
 
 
May 19, 2016
 
By:
 
/s/ Jeremy B. Wegner
 
 
 
 
 
 
 
 
 
Name: Jeremy B. Wegner
 
 
 
 
Title: Senior Vice President and Chief Financial Officer