ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP-B) Files An 8-K Regulation FD Disclosure
ITEM 7.01 REGULATION FD DISCLOSURE
On June 12, 2017, Ashford Hospitality Prime, Inc. (“Ashford
Prime” or the Company) issued a press release announcing that at
its 2017 Annual Meeting of stockholders (the “Annual Meeting”)
held on Friday, June 9th, its stockholders approved the Companys
amended and restated advisory agreement with Ashford Inc. (NYSE
MKT: AINC) with over 95% of shares voted approving the amendment.
The amended agreement, previously entered into and announced on
January 24, 2017, significantly lowers the termination fee and
addresses other investor feedback.
Prime” or the Company) issued a press release announcing that at
its 2017 Annual Meeting of stockholders (the “Annual Meeting”)
held on Friday, June 9th, its stockholders approved the Companys
amended and restated advisory agreement with Ashford Inc. (NYSE
MKT: AINC) with over 95% of shares voted approving the amendment.
The amended agreement, previously entered into and announced on
January 24, 2017, significantly lowers the termination fee and
addresses other investor feedback.
Highlights of the amended agreement include the following:
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Removal of the tax gross-up provision and the 1.1 times
multiple from the calculation of the termination fee. |
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The revenues and allocated expenses of Ashford Inc. used to
calculate the termination fee will be publicly disclosed on a quarterly basis. |
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The termination provisions of the advisory agreement have
been amended and, specifically, a change in a majority of the Company’s incumbent directors no longer triggers a termination fee. |
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The advisor’s right under the existing advisory agreement to
appoint a “Designated Chief Executive Officer” has been eliminated. The role of the current CEO of Ashford Prime, Richard Stockton, is not impacted by the removal of this provision, and he will continue to serve as CEO in the same capacity as he has since his appointment on November 14, 2016. |
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In addition to the termination fee, a payment of $45 million
would be owed to Ashford Inc. in the event the amended agreement is terminated prior to any incremental growth in the hotel portfolio. This amount will reduce ratably to zero over time based on incremental asset growth. |
A summary of the terms of the amended agreement and the complete
amended agreement can be found in the proxy statement filed by
the Company with the SEC on April 28, 2017. Full voting results
will be filed with the Securities and Exchange Commission.
amended agreement can be found in the proxy statement filed by
the Company with the SEC on April 28, 2017. Full voting results
will be filed with the Securities and Exchange Commission.
>A copy of this press release is attached hereto as Exhibit
99.1.
99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press release, dated June 12, 2017
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