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): April 26, 2024 |
APPLE HOSPITALITY REIT, INC.
(Exact name of Registrant as Specified in Its Charter)
Virginia | 001-37389 | 26-1379210 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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814 East Main Street |
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Richmond, Virginia |
| 23219 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 804 344-8121 |
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(Former Name or Former Address, if Changed Since 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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Shares, no par value |
| APLE |
| The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Apple Hospitality REIT, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Items 8.01 of Form 8-K.
Item 8.01 Other Events.
The Company is seeking shareholder approval of its 2024 Omnibus Incentive Plan (the “2024 Plan”) at its upcoming 2024 Annual Meeting of Shareholders (the “Annual Meeting”). If the Company's shareholders approve the 2024 Plan at the Annual Meeting, the 2024 Plan will supersede and replace the Company's 2014 Omnibus Incentive Plan (the “2014 Plan”). To provide the Company's shareholders further clarity as to the potential dilution that could result from the 2014 Plan and the proposed 2024 Plan, the Company is providing the following information regarding its outstanding shares and the remaining share reserves and outstanding equity awards under the 2014 Plan, each as of the March 26, 2024 record date (“Record Date”) for the Annual Meeting.
If the 2024 Plan is approved by the shareholders at the Company's Annual Meeting, the total number of Common Shares that will be available for issuance under the 2024 Plan will be 7,250,000.
The following table provides a summary of the above information:
Type of Shares | Number of Awards |
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New Common Shares requested under the 2024 Plan | 7,250,000 |
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Available Common Shares remaining under the 2014 Plan |
| 5,145,772 |
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Common Shares subject to outstanding awards under the 2014 Plan | 1,057,961 |
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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.
Apple Hospitality REIT, Inc. | ||
By: | /s/ Justin G. Knight | |
Justin G. Knight | ||
Chief Executive Officer | ||
April 26, 2024 |