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AHT > SEC Filings for AHT > Form 8-K on 17-May-2013All Recent SEC Filings

Show all filings for ASHFORD HOSPITALITY TRUST INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ASHFORD HOSPITALITY TRUST INC


17-May-2013

Submission of Matters to a Vote of Security Holders


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The annual meeting of stockholders was held on May 14, 2013. As of March 12, 2013, the record date for the annual meeting, there were 68,332,627 shares of common stock outstanding and entitled to vote. At the annual meeting, 62,982,737 shares, or approximately 92% of the eligible voting shares, were represented either in person or by proxy.

At the meeting, the stockholders voted on the following items:

1. Proposal 1 to elect nine nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified. The following nominees were elected to the Company's Board of Directors (constituting the entire Board of Directors), with the voting results for each nominee as shown:


                                                  Broker
Name                         For      Withheld  Non-votes
Monty J. Bennett         53,885,706    970,833  8,126,198
Benjamin J. Ansell, M.D. 53,728,139  1,128,400  8,126,198
Thomas E. Callahan       54,344,578    511,961  8,126,198
Martin L. Edelman        54,664,925    191,614  8,126,198
Kamal Jafarnia           54,428,642    427,897  8,126,198
Douglas A. Kessler       54,542,454    314,085  8,126,198
W. Michael Murphy        54,464,076    392,463  8,126,198
Alan L. Tallis           54,535,479    321,060  8,126,198
Philip S. Payne          54,459,210    397,329  8,126,198

2. Proposal 2 to ratify the appointment of Ernst & Young LLP, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2013. This proposal was approved by the votes indicated below:

                                Broker
    For     Against  Abstain  Non-votes
62,303,237  595,640   83,860          -

3. Proposal 3 - Non-binding advisory vote on the compensation of the Company's named executive officers:

                                  Broker
    For      Against   Abstain  Non-votes
47,690,127  7,091,030   75,382  8,126,198

4. Proposal 4 - Shareholder proposal to amend bylaws to require the chairman of the board of directors to be a director who is independent of the Company. This proposal failed by the votes indicated below:

                                  Broker
   For       Against   Abstain  Non-votes
9,813,827  44,941,393  101,319  8,126,198


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