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): February 21, 2012
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
| MARYLAND | 001-31775 | 86-1062192 | ||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 14185 Dallas Parkway, Suite 1100 Dallas, Texas |
75254 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (972) 490-9600
Check the appropriate box 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 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
| (e) | Entry into Material Contract with Named Executive Officer and Compensatory Arrangements of Certain Officers |
Cash Incentive Bonuses and Equity Awards. On February 21, 2012, the Board of Directors (the “Board”) of the Company approved the recommendations of the Compensation Committee of the Board (the “Committee”) with respect to the 2011 annual cash incentive bonuses as set forth in the following table. On February 21, 2012, the Board also approved the recommendations of the Committee with respect to annual equity awards pursuant to the Ashford Hospitality Trust, Inc. 2011 Stock Incentive Plan (the “Stock Plan”), with a grant date of March 2, 2012, for each of the Company’s executive officers, each as set forth in the following table:
| Executive Officer |
Cash Incentive
Bonus1 ($) |
Equity Awards (#) |
||||||
| Archie Bennett, Jr. Chairman of the Board |
$ | 340,000 | 145,000 | |||||
| Monty J. Bennett, Chief Executive Officer |
1,190,000 | 275,000 | ||||||
| Douglas A. Kessler, President |
701,250 | 215,000 | ||||||
| David A. Brooks, Chief Operating Officer |
451,563 | 190,000 | ||||||
| David J. Kimichik, Chief Financial Officer |
286,875 | 135,000 | ||||||
Each executive has the option of receiving his respective equity awards in the form of restricted stock or LTIP units, and all such awards will vest over a three year period from the grant date. The equity awards will be issued pursuant to award agreements entered into by the company and the executive officer, consistent with prior year awards.
| 1 | Payable by the Company on or about March 2, 2012. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 28, 2012
| ASHFORD HOSPITALITY TRUST, INC. | ||||||
| By: | /s/ David A. Brooks | |||||
| David A. Brooks | ||||||
| Chief Operating Officer and General Counsel | ||||||