PEBBLEBROOK HOTEL TRUST (NYSE:PEB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported, Pebblebrook Hotel Trust (the “Company”) held its 2017 Annual Meeting of Shareholders on June 30, 2017 (the “Annual Meeting”). Among other matters on which the Company’s shareholders voted at the Annual Meeting was a non-binding shareholder proposal to adopt a majority voting standard in uncontested elections of trustees. The Board of Trustees of the Company (the “Board”) recommended that the Company’s shareholders vote for the proposal, and the proposal was approved by over 98% of the votes cast.
Majority Voting Standard for Uncontested Elections of Trustees. In response to the results of the vote on the proposal, the Board approved an amendment (the “Amendment”), effective July 19, 2017, to the Amended and Restated Bylaws of the Company (the “Bylaws”) to implement a majority voting standard for the election of trustees in uncontested elections, retaining the plurality standard for elections in which the number of trustee nominees exceeds the number of trustees to be elected. to the Amendment, and under the Bylaws as amended by the Amendment, in uncontested elections of trustees, trustee nominees will be elected by the vote of a majority of the votes cast with respect to the nominee, which means that the number of votes cast for a trustee nominee must exceed the number of votes cast against the nominee.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and hereby incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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3.1 |
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 14, 2016 (File No. 001‑34571)). |
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3.2† |
First Amendment to the Amended and Restated Bylaws of the Company. |
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† Filed herewith.
Pebblebrook Hotel Trust ExhibitEX-3.2 2 a2017amendtobylawsexhibit32.htm EXHIBIT 3.2 Exhibit Exhibit 3.2PEBBLEBROOK HOTEL TRUSTFIRST AMENDMENT TOAMENDED AND RESTATED BYLAWS(effective July 19,…To view the full exhibit click here
About PEBBLEBROOK HOTEL TRUST (NYSE:PEB)
Pebblebrook Hotel Trust is a hotel investment company. The Company operates as a real estate investment trust (REIT). The Company is organized to acquire and invest in hotel properties located primarily in cities of the United States. The Company has interests in approximately 40 hotels, including over 30 owned hotels with a total of approximately 7,410 guest rooms, and approximately 49% joint venture interest in over six hotels with a total of approximately 1,790 guest rooms. The hotels are located in markets, including Atlanta (Buckhead), Georgia; Bethesda, Maryland; Boston, Massachusetts; Hollywood, California; Los Angeles, California; Miami, Florida; Naples, Florida; Portland, Oregon; San Diego, California; San Francisco, California; Santa Monica, California; Seattle, Washington; Stevenson, Washington, and West Hollywood, California. The Company’s assets are held by, and all of the operations are conducted through, Pebblebrook Hotel, L.P. (the Operating Partnership).
