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 OfficersITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 5, 2017, the Board of Directors (the “Board”) of Ashford Hospitality Prime, Inc. (the “Company”) appointed Mr. Abteen Vaziri to the Board, who will also serve on the Audit Committee and the Nominating and Corporate Governance Committee, to be effective October 1, 2017.
Also on September 5, 2017, the Board accepted Ms. Sarah Zubiate Darrouzet’s resignation from the Board, to be effective October 1, 2017. Ms. Zubiate Darrouzet’s resignation was not because of any disagreements with the Company or the Board, or any matters relating to the Company’s operations, policies or practices.
In connection with Mr. Vaziri’s appointment, Mr. Vaziri will receive a grant of 2,133 shares of the Company’s restricted stock to the Company’s 2013 Equity Incentive Plan, which represents the Company’s annual grant of restricted stock to its non-employee directors pro-rated for Mr. Vaziri’s time spent on the Board prior to the Company’s 2018 annual shareholder meeting. Mr. Vaziri will also receive the standard compensation package paid to each of the non-employee members of the Board, including a $55,000 annual retainer, and will receive an additional annual retainer of $5,000 for serving on the Audit Committee, both of which will be pro-rated for Mr. Vaziri’s time spent on the Board prior to the Company’s 2018 annual shareholder meeting.
Mr. Vaziri will enter into the Company’s form director confidentiality agreement in compliance with the Company’s Corporate Governance Guidelines. The director confidentiality agreement requires, subject to certain limited exceptions, that each director maintain the confidentiality of information relating to the Company, Ashford Hospitality Trust, Inc., Ashford Inc. and their affiliates and use such information solely for the purpose of serving on the Board and in connection with the Company’s business. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the actual director confidentiality agreement, a form of which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 7, 2017.
In addition, Mr. Vaziri will enter into the Company’s form indemnification agreement for directors and executive officers, which provides for indemnification by the Company to the maximum extent permitted by Maryland law and is in addition to protections provided in the Company’s charter and bylaws. Under the form indemnification agreement, directors and executive officers 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 foregoing summary does not purport to be complete and is qualified in its entirety by reference to the actual indemnification agreement, a form of which was previously filed as Exhibit10.1 to the Company’s Current Report on Form8-K on March8, 2017.
There are no arrangements or understandings between Mr. Vaziri and any other person to which he was selected to serve as director. Neither Mr. Vaziri 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.
