ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On March28, 2019, the Board of Directors (the “Board”) of Ashford Hospitality Trust,Inc., a Maryland corporation (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Committee”), approved an amended Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics was amended to clarify that the Code of Ethics applies to every director of the Company and individuals who are: (i)employed directly by the Company and its subsidiaries, if any; or (ii)employed by Ashford Inc. or its subsidiaries and (a)have been named an officer of the Company or (b)have been designated by the Legal Department of Ashford Inc. as subject to the Code of Ethics. The Code of Ethics was also amended to clarify that, in the event of a conflict between the Code of Ethics and any agreement between the Company and its subsidiaries, on the one hand, and any of the following entities, on the other hand, the terms of such agreement shall govern and control any such conflict: (i)Braemar Hotels& Resorts Inc. or its subsidiaries; (ii)Ashford Inc. or its subsidiaries; (iii)Remington Lodging& Hospitality, LLC, any of its subsidiaries or any other entity controlled by Monty J. Bennett and/or Archie Bennett,Jr.; and (iv)any other entity advised by Ashford Inc. (all such agreements, collectively, “Related Party Agreements”). Under the Company’s policies, the entry into, or amendment or waiver of any provision of, any Related Party Agreement requires the approval of a majority of independent directors of the Company. Other revisions made in the amended Code of Ethics are technical, administrative or non-substantive. The amended Code of Ethics does not materially change the responsibilities and obligations that applied previously.
On March28, 2019, the Board, upon the recommendation of the Committee, also approved an amended Code of Ethics for the CEO, CFO and CAO (the “Executives’ Code of Ethics”). The Executives’ Code of Ethics was amended to clarify that the requirement of the Company’s chief executive officer, chief financial officer and chief accounting officer to avoid conflicts of interest is qualified by the specific terms of any Related Party Agreement. Under the Company’s policies, the entry into, or amendment or waiver of any provision of, any Related Party Agreement requires the approval of a majority of the independent directors of the Company. Other revisions made in the amended Executives’ Code of Ethics are technical, administrative or non-substantive. The amended Executives’ Code of Ethics does not materially change the responsibilities and obligations that applied previously.
The foregoing descriptions are qualified in their entirety by reference to the amended Code of Ethics and the amended Executives’ Code of Ethics, which are attached hereto as Exhibit99.1 and Exhibit99.2, respectively. The amended Code of Ethics and the amended Executives’ Code of Ethics are also available on the Company’s website at http://www.snl.com/IRW/govdocs/4088185.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
ASHFORD HOSPITALITY TRUST INC Exhibit
EX-99.1 2 a19-7505_1ex99d1.htm EX-99.1 EXHIBIT 99.1 ASHFORD HOSPITALITY TRUST,…
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About ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT)
Ashford Hospitality Trust, Inc. (Ashford), together with its subsidiaries, is an externally advised real estate investment trust (REIT). The Company operates through direct hotel investments segment. It is focused on investing in the hospitality industry with a focus on full-service upscale and upper-upscale hotels in the United States. The Company owns its lodging investments and conducts its business through Ashford Hospitality Limited Partnership, its operating partnership. Its hotels are operated under the brands of Hilton, Hyatt, Marriott, Starwood and Intercontinental Hotels Group. The Company’s hotels portfolio is asset-managed by Ashford LLC. The Company is focused on direct hotel investments and it may invest in a range of lodging-related assets. Its investments may include direct hotel investments; mezzanine financing through origination or acquisition; first-lien mortgage financing through origination or acquisition, and sale-leaseback transactions.
