Annual Shareholders Vote


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 15, 2012

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland
001-31775
86-1062192
(State or other jurisdiction of incorporation or organization)
(Commission
File Number)
(IRS 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 appropriated 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 14-a-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

(a) The annual meeting of stockholders was held on May 15, 2012. As of March 6, 2012, the record date for the annual meeting, there were 68,029,476 shares of common stock outstanding and entitled to vote. At the annual meeting, 63,569,115 shares, or approximately 93% 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 seven 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:





 
 
Withheld/
Broker
Name
For
Abstentions
Non-votes
Archie Bennett Jr.
51,217,012
903,714
11,448,389
Monty J. Bennett
51,684,068
436,658
11,448,389
Benjamin J. Ansell, M.D.
50,542,187
1,578,539
11,448,389
Thomas E. Callahan
51,694,387
426,339
11,448,389
Martin L. Edelman
51,701,741
418,985
11,448,389
W. Michael Murphy
50,842,795
1,277,931
11,448,389
Philip S. Payne
50,858,931
1,261,795
11,448,389


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, 2012. This proposal was approved by the votes indicated below:

 
 
 
Broker
For
Against
Abstain
Non-votes
63,009,807
453,641
105,667
—


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

 
 
 
Broker
For
Against
Abstain
Non-votes
37,092,308
14,932,385
96,033
11,448,389







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: May 15, 2012

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS            
David A. Brooks
Chief Operating Officer and General Counsel