CLDT-2015.05.21 Annual Mtg


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 21, 2015
 
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
 
Maryland
001-34693
27-1200777
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
50 Cocoanut Row, Suite 211
Palm Beach, Florida

33480
(Address of principal executive offices)
(Zip Code)
(561) 802-4477
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 21, 2015, Chatham Lodging Trust (the “Company”) held its Annual Meeting of Shareholders. The matters on which the shareholders voted, in person or by proxy were:

(i)
for the election of Class II trustees C. Gerald Goldsmith, Rolf E. Ruhfus, and Joel F. Zemans to serve until our 2016 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

(ii)
for the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2015; and

(iii)
for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers.

All of the nominees were elected, the ratification to select the independent registered public accountants was approved, and the compensation of the Company’s named executive officers was approved. The results of the voting were as follows:
 
 
 
 
 
 
 
 
 
Trustee
 
Votes For
 
Votes Against/Withheld
 
Abstain
 
Broker Non-Votes
C. Gerald Goldsmith
 
27,276,359
 
4,005,443
 
0
 
2,872,588
Rolf E. Ruhfus
 
31,104,731
 
177,071
 
0
 
2,872,588
Joel F. Zemans
 
30,869,395
 
412,437
 
0
 
2,872,588

Ratification of the selection of independent registered public accountants:
Votes For
 
Votes Against
 
Abstentions
33,573,285
 
555,224
 
25,881
Approval of compensation of named executive officers:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
30,423,274
 
818,452
 
40,076
 
2,872,588






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
CHATHAM LODGING TRUST
  
 
 
 
 
May 22, 2015
 
By:
 
/s/ Dennis M. Craven
 
 
 
 
 
 
 
 
 
Name: Dennis M. Craven
 
 
 
 
Title: Executive Vice President and Chief Financial Officer