On May 24, 2012, Thomas S. Capello, a Class I trustee and a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Trustees of Hersha Hospitality Trust (the "Company"), resigned from the Board of Trustees. His resignation was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

On May 24, 2012, the Company held its Annual Meeting of Shareholders ("Annual Meeting"). There were 160,685,729 common shares of the Company represented in person or by proxy at the meeting, constituting approximately 92.7% of outstanding common shares on March 30, 2012, 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 five Class I trustees to the Company's Board of Trustees.

                               For            Against        Abstain       Broker Non-Votes
Jay H. Shah                 126,031,696       4,334,399       125,640             30,193,994
Daniel R. Elsztain          124,591,231       5,766,661       133,843             30,193,994
Donald J. Landry            125,735,918       4,621,003       134,814             30,193,994
Michael A. Leven*           125,586,590       4,772,292       132,853             30,193,994
Thomas J. Hutchison III     126,288,137       4,069,980       133,618             30,193,994

* As previously reported in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting (the "Proxy Statement"), Mr. Leven, who prior to the Annual Meeting served as a trustee emeritus and formerly served as a Class II Trustee from May 2001 until March 2010, had been nominated for election in the place of Mr. Capello. Mr. Capello, who had served on the Board of Trustees since the Company's initial public offering in January 1999, informed the Board of Trustees that he would not stand for re-election at the Annual Meeting. Upon his election to the Board of Trustees at the Annual Meeting, Mr. Leven became eligible to participate in the Company's compensatory programs for non-management trustees as described in the Proxy Statement.

All trustee nominees were duly elected. Each of the individuals named in the above table will serve as Class I trustees until the 2014 annual meeting of shareholders and until their successors are duly elected and qualified.

Proposal 2: Advisory vote to approve the Named Executive Officer's compensation.

For Against Abstain Broker Non-Votes 126,406,471 4,008,460 76,804 30,193,994

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, 2012.

For Against Abstain Broker Non-Votes 151,516,976 7,004,137 2,164,616 N/A

The appointment was ratified.