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

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
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

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(e)Entry into Material Contract with Named Executive Officer and Compensatory Arrangements of Certain Officers

On March9, 2018, the Board of Directors (the “Board”) of Ashford Hospitality Prime,Inc. (the “Company”) approved the recommendations of the Compensation Committee of the Board with respect to the grant of time-based equity awards and performance-based equity awards to the following current and former executive officers to the Ashford Hospitality Prime,Inc. 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”), with a grant date of March14, 2018, as set forth below:

ExecutiveOfficer

Time-based Shares/LTIPs

Awarded(#)

TargetPerformance- basedShares/LTIPs

Awarded(#)

Monty J. Bennett, Former Chief Executive Officer and Chairman of the Board (1)

74,093

74,093

Richard J. Stockton, Chief Executive Officer and President (2)

74,093

74,093

David A. Brooks, Chief Transactions Officer and General Counsel

38,811

38,811

Deric S. Eubanks, Chief Financial Officer and Treasurer

31,250

31,250

(1) Elected to receive 74,093 special long-term incentive partnership units (“LTIP Units”) in Ashford Hospitality Prime Limited Partnership, the Company’s operating subsidiary (“Subsidiary”) for the time-based awards granted and 148,185 LTIP Units for the performance-based awards granted (representing the maximum number that may be earned, and subject to forfeiture if the vesting criteria is not met). Vested LTIP Units, upon achieving economic parity with the Common Limited Partnership Units of the Subsidiary (“Common Units”), are convertible into Common Units at the option of the executive officer. Common units are redeemable for cash, or, at the option of the Company, for common stock of the Company on a one-for-one basis. Monty J. Bennett served as the Chief Executive Officer of the Company until November14, 2016 and remains Chairman of the Board.

(2)Richard J. Stockton was appointed as Chief Executive Officer of the Company on November14, 2016 and President of the Company on April27, 2017.

These equity awards are granted in two equal components:

· Time-Based Awards (50%)— Half of the shares/units are awarded in the form of time-based shares/units. These shares/units vest in three equal annual installments following the date of grant, and dividends are paid on unvested shares/units.

· Performance-Based Awards (50%)— Half of the shares/units are awarded in the form of performance-based shares/units. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the shares/units will generally vest on December31, 2020. The actual number of shares/units to be issued upon vesting can range from 0% to 200% of the target number of shares/units awarded based on the achievement of a specified relative total stockholder return of the Company. Award levels between the threshold and target performance and between the threshold and maximum performance are interpolated. Dividends are accrued and paid on the actual number of shares/units vesting in the form of additional shares/units.

The time-based and the performance-based awards will be issued to award agreements entered into by the Company and the executive officer that are substantially consistent with previously filed award agreements.

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