ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of Chief Executive Officer
On February20, 2017, the board of directors (the Board) of
Ashford Hospitality Trust,Inc. (the Company) appointed
Mr.Douglas A. Kessler, age 56, as Chief Executive Officer of the
Company, effective February21, 2017. Also on February20, 2017,
Mr.Monty J. Bennett ceased to serve as the Companys Chief
Executive Officer. Mr.Bennett will remain the Chairman of the
Board.
Mr.Kessler has been with the Company since its initial public
offering in Augustof 2003 and has served as President of the
Company since 2009. Prior to being appointed President of the
Company, Mr.Kessler had served as the Companys Chief Operating
Officer and Head of Acquisitions beginning in May2003.
From July2002 until August2003, Mr.Kessler served as the Managing
Director and Chief Investment Officer of Remington Hotel
Corporation. Prior to joining Remington Hotel Corporation in
2002, Mr.Kessler worked at Goldman Sachs Whitehall Real Estate
Funds from 1993 to 2002 where he asset managed several billion
dollars of diversified real estate investments, including
hospitality. While at Whitehall, Mr.Kessler served on the boards
or executive committees of several lodging companies, including
Westin Hotels and Resorts and Strategic Hotel Capital. Mr.Kessler
is a member of Urban Land Institutes Hotel Development Council
and is a frequent speaker and panelist at lodging industry
conferences including International Hotel Investment Forum,
Americas Lodging Investment Summit, Hotel Conference Asia
Pacific, and the NYU International Hospitality Industry
Investment Conference. Mr.Kessler earned an MBA and BA from
Stanford University. Mr.Kessler has over 30 years of diverse real
estate industry experience in acquisition, sales, finance, asset
management, and capital markets.
There are no family relationships between Mr.Kessler and any of
the Companys executive officers or directors. There are no
arrangements or understandings between Mr.Kessler and any other
person to which he was selected to serve as Chief Executive
Officer. Except for his employment relationship with Ashford Inc.
and the compensation provided to him thereunder, neither
Mr.Kessler nor any of his related persons (as defined in Item
404(a)of Regulation S-K under the Securities Exchange Act of
1934, as amended (the Exchange Act)) is a party to any
transaction in which the Company is a participant that is
required to be disclosed under Item 404(a)of Regulation S-K under
the Exchange Act.
Restricted Stock Award Agreement
In connection with the appointment of Mr.Kessler as Chief
Executive Officer of the Company, on February20, 2017, the
Company and Mr.Kessler entered into a Restricted Stock Award
Agreement (the Award Agreement), to which Mr.Kessler will
receive 359,477 shares of the Restricted Stock (as defined in the
Award Agreement), (i)1/3 of which will vest on the first
anniversary of the Award Agreement and on each subsequent
anniversary that Mr.Kessler does not experience a Termination of
Service (as defined in the Award Agreement); (ii)50% of which
that has not otherwise vested will vest upon Mr.Kesslers
Involuntary Termination (as defined in the Award Agreement) with
the Company, death or disability, or upon a change of control of
the Company; and (iii)which will vest upon termination of his
employment by Ashford Inc. without Cause, by Mr.Kessler with Good
Reason, or after a Change of Control of Ashford Inc. (each term
as defined in the Amended and Restated Employment Agreement
referred to below), if such termination of employment results in
the vesting of the Restricted Stock granted to Mr.Kessler under
the Amended and Restated Employment Agreement (as defined below).
The Award Agreement is filed with this Form8-K as Exhibit 10.1
and is incorporated by reference herein. The foregoing summary of
the Award Agreement does not purport to be complete and is
qualified in its entirety by reference to the actual agreement.
Amended and Restated Employment Agreement
In connection with the appointment of Mr.Kessler as Chief
Executive Officer of the Company, Mr.Kessler entered into the
Amended and Restated Employment Agreement, dated February20,
2017 (the Amended and Restated Employment Agreement) by
and among Ashford Inc., the Companys external advisor, and
Ashford Hospitality Advisors, LLC, the operating company of
Ashford Inc. (Ashford LLC), and Mr.Kessler.
Under the Amended and Restated Employment Agreement, effective
as of February21, 2017, Mr.Kessler will be employed by Ashford
LLC to serve as Chief Executive Officer of the Company, to the
Amended and Restated Advisory Agreement, dated June10, 2015, as
amended from time to time, by and among Ashford Inc., Ashford
LLC, the Company and their respective affiliates, which
provides that Ashford LLC is responsible for managing the
Companys affairs. The Company does not have employees and its
executive officers are employees of Ashford LLC and do not
receive cash compensation from the Company for serving as its
officers. The Amended and Restated Employment Agreement
provides for an initial term ending on December31, 2017 and
will be automatically extended for one additional year on each
subsequent anniversary of December31, 2017 unless Ashford LLC
or Mr.Kessler elects not to extend the term of the Amended and
Restated Employment Agreement.
The Amended and Restated Employment Agreement provides that all
restricted equity securities held by Mr.Kessler will become
fully vested if Mr.Kessler is terminated as a result of his
death or disability, by Ashford Inc. without Cause (including
non-renewal of the Amended and Restated Employment Agreement by
Ashford Inc.), by Mr.Kessler with Good Reason, or if a Change
of Control of Ashford Inc. occurs during the term of
Mr.Kesslers employment and his employment is terminated by
Ashford Inc. without Cause or by Mr.Kessler for any reason on
or before the one (1)year anniversary of the effective date of
the Change of Control.
The Amended and Restated Employment Agreement is filed with
this Form8-K as Exhibit 10.2 and is incorporated by reference
herein. The foregoing summary of the Amended and Restated
Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the actual agreement.
Indemnification Agreement
In connection with his appointment as the Chief Executive
Officer of the Company, Mr.Kessler and the Company entered into
an Indemnification Agreement (the Indemnification
Agreement), which provides for indemnification by the
Company to the maximum extent permitted by Maryland law and is
in addition to protections provided in the Companys charter and
bylaws. Under the Indemnification Agreement, Mr.Kessler will be
indemnified for certain liabilities and will be advanced
certain expenses that have been incurred as a result of actions
brought, or threatened to be brought, against such directors
and executive officers in connection with their duties.
The Indemnification Agreement is filed with this Form8-K as
Exhibit10.3 and is incorporated by reference herein. The
foregoing summary of the Indemnification Agreement does not
purport to be complete and is qualified in its entirety by
reference to the actual agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
On February21, 2017, the Company issued a press release
announcing the appointment of the Chief Executive Officer
described above. A copy of the press release is furnished with
this report as Exhibit99.1.
The information in this Item 7.01, including Exhibit99.1
attached hereto, shall not be deemed filed for purposes of
Section18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall such information,
including Exhibit99.1, be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Exhibit Number
Description
10.1
Restricted Stock Award Agreement, dated as of February20,
2017, by and between Ashford Hospitality Trust,Inc. and
Douglas A. Kessler.
10.2
Amended and Restated Employment Agreement, dated as of
February20, 2017, by and among Ashford Inc., Ashford
Hospitality Advisors, LLC and Douglas A. Kessler.
10.3
Indemnification Agreement, dated as of February20, 2017,
by and between Ashford Hospitality Trust,Inc. and Douglas
A. Kessler.
99.1
Press Release issued by Ashford Hospitality Trust,Inc.,
dated February21, 2017.
About ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT)
Ashford Hospitality Trust, Inc. (Ashford), together with its subsidiaries, is an externally advised real estate investment trust (REIT). The Company operates through direct hotel investments segment. It is focused on investing in the hospitality industry with a focus on full-service upscale and upper-upscale hotels in the United States. The Company owns its lodging investments and conducts its business through Ashford Hospitality Limited Partnership, its operating partnership. Its hotels are operated under the brands of Hilton, Hyatt, Marriott, Starwood and Intercontinental Hotels Group. The Company’s hotels portfolio is asset-managed by Ashford LLC. The Company is focused on direct hotel investments and it may invest in a range of lodging-related assets. Its investments may include direct hotel investments; mezzanine financing through origination or acquisition; first-lien mortgage financing through origination or acquisition, and sale-leaseback transactions. ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) Recent Trading Information
ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) closed its last trading session 00.00 at 7.65 with 900,919 shares trading hands.
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