ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP-B) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) As described in Item 5.07 below, on June 9, 2017, Ashford
Hospitality Prime, Inc. (the Company) held its annual meeting of
stockholders (the Annual Meeting), at which the Companys
stockholders approved Amendment Number One (the Plan Amendment) to
the Second Amended and Restated Ashford Hospitality Prime, Inc.
2013 Equity Incentive Plan (the Plan). The Plan Amendment increased
the number of shares of common stock reserved for issuance under
the Plan by 1,200,000 shares.

Additional details of the Plan Amendment are included in the
Companys 2017 Proxy Statement under the heading Proposal Number
Three – Approval of the Amendment of the 2013 Equity Incentive
Plan. The description of the Plan Amendment contained in this Item
5.02 is qualified in its entirety by the full text of the Plan
Amendment, which is filed hereto as Exhibit 10.1 and is
incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) On June 9, 2017, the Company held its Annual Meeting. As of
May 4, 2017, the record date for the Annual Meeting, there were
31,765,912 shares of common stock outstanding and entitled to
vote. At the Annual Meeting, 24,928,195 shares of common stock,
or approximately 78% of the eligible voting shares, were
represented either in person or by proxy.

At the Annual Meeting, the Companys stockholders voted on the
following items:

1. Proposal 1 – To elect eight 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:

2. Proposal 2 – To approve an amendment to the Companys charter to
require a majority voting standard in uncontested director
elections. This proposal was not approved, with the votes indicated
below:

⁽¹⁾>Shown as a percentage of all votes cast for this
proposal at the meeting. The affirmative vote of 66% of all
shares outstanding and entitled to vote is required for approval
of this proposal. 56.7% of the shares outstanding and entitled to
vote cast their vote for this proposal.

3. Proposal 3 – To approve the Plan Amendment. This proposal was
approved by the votes indicated below:

4. Proposal 4 – To approve the Fourth Amended and Restated Advisory
Agreement, entered into on January 24, 2017, among Ashford
Hospitality Prime, Inc., Ashford Inc., Ashford Hospitality Prime
Limited Partnership, Ashford Prime TRS Corporation and Ashford
Hospitality Advisors LLC. This proposal was approved by the votes
indicated below:

5. Proposal 5- To ratify the appointment of BDO USA, LLP, a
national public accounting firm, as the Company’s independent
auditors for the fiscal year ending December 31, 2017. This
proposal was approved by the votes indicated below:

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits