APPLE HOSPITALITY REIT, INC. (NYSE:APLE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

APPLE HOSPITALITY REIT, INC. (NYSE:APLE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2018, upon her election, by the Company’s shareholders, to the Board of Directors of the Company (the “Board”), Blythe J. McGarvie was appointed by the Board to the Audit and Nominating and Corporate Governance Committees. Upon re-election to the Board, Bruce H. Matson will continue to serve as Chairman of the Nominating and Corporate Governance Committee and on the Executive Committee, and L. Hugh Redd will continue to serve as Chairman of the Audit Committee and on the Compensation Committee.

Item 5.02.

Submission of Matters to a Vote of Security Holders.

On May17, 2018, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”).At the Annual Meeting, shareholders considered:

1. The election of three (3) directors to the Board;

2. An advisory vote regarding the approval of compensation paid to the Company’s named executive officers;

3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve for 2018; and

4. The adoption of an amendment to the Company’s amended and restated articles of incorporation (the “Charter”) to declassify the Board and provide for annual elections of directors.

The Company’s shareholders voted as follows on these matters:

1. The Company’s shareholders elected the three director nominees named in the proxy statement with the following votes:

NOMINEE

FOR

WITHHELD

BROKER

NON-VOTES

Bruce H. Matson

138,436,429

2,632,443

35,649,700

Blythe J. McGarvie

139,603,761

1,465,111

35,649,700

L. Hugh Redd

139,559,981

1,508,891

35,649,700

As a result of the approval of proposal number 4. below, Bruce H. Matson, Blythe J. McGarvie and L. Hugh Redd will serve a one-year term expiring at the 2019 Annual Meeting of Shareholders.

2. The Company’s shareholders voted on the advisory resolution to approve the compensation paid to the Company’s named executive officers with the following votes:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

131,724,661

8,604,482

739,729

35,649,700

3. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. This proposal received the following votes:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

174,923,359

1,452,326

342,887

4. The Company’s shareholders approved the amendment to the Company’s Charter to declassify the Board and provide for annual elections of directors.The proposal received the following votes:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

140,083,826

597,617

387,429

35,649,700

A copy of the amendment to the Company’s Charter is filed as Exhibit 3.1 hereto.

Item 5.02. Other Events.

The Board approved an extension until July 2019 of the Company’s existing share repurchase program. The extended repurchase program permits the repurchase of up to $464 million of the Company’s common shares. Repurchases may be made in the open market, through 10b5-1 programs or in privately negotiated transactions. The timing of share repurchases and the number of common shares to be repurchased will depend upon prevailing market conditions and other factors. There can be no assurances that the Company will make additional purchases under the repurchase program.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits


Apple Hospitality REIT, Inc. Exhibit
EX-3.1 2 ex3-1.htm EX-3.1   Exhibit 3.1   AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF APPLE HOSPITALITY REIT,…
To view the full exhibit click here

About APPLE HOSPITALITY REIT, INC. (NYSE:APLE)

Apple Hospitality REIT, Inc. is a self-advised real estate investment trust (REIT) that invests in income-producing real estate, primarily in the lodging sector, in the United States. The Company owns hotel properties throughout the United States. The Company owns approximately 180 hotels operating in over 30 states with an aggregate of approximately 22,960 rooms. All of the Company’s hotels operate under Marriott or Hilton brands. The Company has REIT subsidiaries, which lease all of the Company’s hotels from qualified REIT subsidiaries. Its hotels are operated and managed under separate management agreements with over 20 hotel management companies, none of which are affiliated with it. Its primary business objective is to maximize shareholder value by achieving long-term growth in cash available for distributions to its shareholders. Its real estate portfolio also includes over 100 continuing hotels located in over 30 states, with an aggregate of approximately 12,120 rooms.

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