ASHFORD HOSPITALITY PRIME,INC. (NYSE:AHP) 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 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of Director
On April27, 2017, as previously announced, Mr.Douglas A. Kessler
resigned from his position as a director of the board of
directors (the Board) of Ashford Hospitality Prime,Inc.
(the Company). The resignation was in connection with
Mr.Kesslers appointment as Chief Executive Officer of Ashford
Hospitality Trust,Inc. and not as a result of a disagreement with
the Company or the Board.
Also on April27, 2017, the Board appointed Ms.Sarah Zubiate
Darrouzet to the Board. In connection with her appointment,
Ms.Zubiate Darrouzet received a grant of 267 shares of the
Companys restricted stock to the Companys 2013 Equity Incentive
Plan, which represents the Companys annual grant of restricted
stock to its non-employee directors pro-rated for Ms.Zubiate
Darrouzets time spent on the Board prior to the Companys 2017
annual shareholder meeting. Ms.Zubiate Darrouzet will also
receive the standard compensation package paid to each of the
non-employee members of the Board, including a $55,000 annual
retainer, which will be pro-rated for Ms.Zubiate Darrouzets time
spent on the Board prior to the Companys 2017 annual shareholder
meeting.
In connection with her appointment, Ms.Zubiate Darrouzet has
entered into the Companys 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
Companys 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 Companys Current
Report on Form8-K on March8, 2017.
Ms.Zubiate Darrouzet has not been appointed to any committees of
the Board. There are no arrangements or understandings between
Ms.Zubiate Darrouzet and any other person to which she was
selected to serve as director. Neither Ms.Zubiate Darrouzet nor
any of her 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.
Appointment of President
On April27, 2017, Mr.Douglas A. Kessler resigned from his
position as President of the Company. Also on April27, 2017, the
Board appointed Mr.Richard J. Stockton as President of the
Company in addition to his current role as Chief Executive
Officer of the Company. Mr.Stockton has served as the Chief
Executive Officer of the Company since November14, 2016.
Equity Incentive Awards
On April27, 2017, the Board 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), subject to stockholder
approval of an amendment to the 2013 Equity Incentive Plan,
with a grant date of April27, 2017, as set forth below:
|
ExecutiveOfficer |
|
Time-based Shares/LTIPs Awarded(#) |
Target Performance-based Shares/LTIPs |
|
Monty J. Bennett, Former Chief Executive Officer and |
95,430 |
95,430 |
|
|
Richard J. Stockton, Chief Executive Officer and |
5,882 |
5,882 |
|
|
Douglas A. Kessler, Former President (3) |
38,462 |
38,462 |
|
|
David A. Brooks, Chief Operating Officer and General |
33,937 |
33,937 |
|
|
Deric S. Eubanks, Chief Financial Officer and Treasurer |
22,624 |
22,624 |
(1) Elected to receive 95,430 special long-term incentive
partnership units (LTIP Units) in Ashford Hospitality
Prime Limited Partnership, the Companys operating subsidiary
(Subsidiary) for the time-based awards granted and
190,860 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.
(3)Douglas A. Kessler served as the President of the Company
for all of the fiscal year ended December31, 2016 and resigned
as 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, based upon the Companys having met certain
business objectives.
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,
2019. 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.
About ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP)
Ashford Hospitality Prime, Inc. invests in high revenue per available room (RevPAR), luxury hotels and resorts. The Company conducts its business and owns all of its assets through its operating partnership, Ashford Hospitality Prime Limited Partnership (Ashford Prime OP). The Company operates in the direct hotel investment segment of the hotel lodging industry. As of February 24, 2017, it owned interests in 11 hotel properties in six states, the District of Columbia and St. Thomas, the United States Virgin Islands with 3,702 total rooms, or 3,467 net rooms, excluding those attributable to its joint venture partner. The hotel properties in its portfolio are mainly located in the Unites States urban markets. The Company owns nine of its hotel properties directly, and the remaining two hotel properties through an investment in a majority-owned consolidated entity. All of the hotels in the Company’s portfolio are asset-managed by Ashford Hospitality Advisors LLC. ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP) Recent Trading Information
ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP) closed its last trading session down -0.39 at 10.59 with 178,792 shares trading hands.
