CHESAPEAKE LODGING TRUST (NYSE:CHSP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k

7 years ago

CHESAPEAKE LODGING TRUST (NYSE:CHSP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

Chesapeake Lodging Trust (the Trust) held its annual meeting of
shareholders on May 17, 2017 (the “2017 Annual Meeting”). As
described below, at the 2017 Annual Meeting, the Trusts
shareholders approved an amendment to the Trusts Articles of
Amendment and Restatement of Declaration of Trust, as amended and
supplemented to date (the Charter), to permit shareholders to act
to amend the Trusts bylaws or make new bylaws upon receiving the
affirmative vote of the holders of not less than a majority of
the shares then outstanding and entitled to vote on the matter
(the Charter Amendment). On May 19, 2017, the Trust filed
Articles of Amendment with the State Department of Assessments
and Taxation of Maryland to effect the Charter Amendment.

The foregoing summary of the Charter Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Articles of Amendment to the Charter, which
is attached hereto as Exhibit 3.1 and incorporated herein by
reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The voting results on the proposals considered at the 2017 Annual
Meeting are provided below.

Proposal 1

The voting results on the proposal to re-elect seven nominees to
the Board of Trustees of the Trust (the Board) were as follows:



				Broker
	For	Against	Abstain	Non-Vote
James L. Francis	55,462,654	74,703	10,873	2,012,445
Douglas W. Vicari	52,734,944	2,802,413	10,873	2,012,445
Thomas A. Natelli	55,386,119	150,434	11,677	2,012,445
Thomas D. Eckert	55,240,200	296,553	11,477	2,012,445
John W. Hill	55,363,634	172,919	11,677	2,012,445
George F. McKenzie	54,962,645	576,277	9,308	2,012,445
Jeffrey D. Nuechterlein	55,441,051	96,400	10,779	2,012,445

Proposal 2

The voting results on the proposal to ratify the appointment of
Ernst Young LLP as the Trusts independent registered public
accounting firm for the year ending December 31, 2017 were as
follows:



			Broker
For	Against	Abstain	Non-Vote
57,425,971	116,092	18,612

Proposal 3

The voting results on the proposal to amend the Trusts Charter to
permit shareholders to act to amend the Trusts bylaws or make new
bylaws upon receiving the affirmative vote of the holders of not
less than a majority of the shares then outstanding and entitled
to vote on the matter were as follows:



			Broker
For	Against	Abstain	Non-Vote
55,111,558	429,709	6,963	2,012,445

Proposal 4

The voting results on the non-binding advisory resolution to
approve the Trusts executive compensation program as reported in
the Trusts 2017 proxy statement were as follows:



			Broker
For	Against	Abstain	Non-Vote
53,906,110	1,506,241	135,879	2,012,445

Proposal 5

The voting results on the non-binding advisory resolution to
determine the frequency of future non-binding advisory votes on
the Trusts executive compensation program were as follows:



Every Year	Every Two Years	Every Three Years	Abstain	Broker Non-Vote
45,669,616	284,753	9,447,188	146,673	2,012,445

Item 8.01. Other Events.

On May 22, 2017, the Trust announced that it will redeem all
5,000,000 of its 7.75% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest, $0.01 par value per share (the
Series A Preferred Shares), at a redemption price for each Series
A Preferred Share of $25.00, plus all accrued and unpaid
dividends per share to, but not including, the redemption date of
July 17, 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Exhibit Description

3.1		Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust.
99.1		Press release dated May 22, 2017, regarding redemption of Series A Preferred Shares.

About CHESAPEAKE LODGING TRUST (NYSE:CHSP)
Chesapeake Lodging Trust (the Trust) is a self-advised real estate investment trust (REIT). The Trust is focused on investments primarily in upper-upscale hotels in business and convention markets and, on service hotels in urban settings or locations in the United States. The Trust owns over 20 hotels with over 6,700 rooms in approximately nine states and the District of Columbia. The Trust’s hotel portfolio includes Le Meridien San Francisco, Hyatt Regency Boston, Hilton Checkers Los Angeles, Hotel Indigo San Diego Gaslamp Quarter, Hyatt Santa Barbara, JW Marriott San Francisco Union Square, W New Orleans-French Quarter and Denver Marriott City Center, among others. The Trust’s hotels are located in Los Angeles, San Francisco, Washington, New York, Denver, Newton and Boston, among others. The Trust’s operations are conducted through Chesapeake Lodging, L.P. (the Operating Partnership). The Operating Partnership leases its hotels to taxable REIT subsidiaries. CHESAPEAKE LODGING TRUST (NYSE:CHSP) Recent Trading Information
CHESAPEAKE LODGING TRUST (NYSE:CHSP) closed its last trading session 00.00 at 23.13 with 254,149 shares trading hands.