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CLDT Chatham Lodging Trust

Filed: 16 May 21, 8:00pm



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 17, 2021 (May 11, 2021)
 
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)


Maryland001-3469327-1200777
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)(I.R.S. Employer Identification No.)
222 Lakeview Avenue, Suite 200
West Palm Beach,Florida33401
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange On Which Registered
Common Shares of Beneficial Interest, $0.01 par valueCLDTNew 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




ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 11, 2021, 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 trustees Edwin B. Brewer, Jr., Thomas J. Crocker, Jeffrey H. Fisher, Mary Beth Higgins, Robert Perlmutter, and Rolf E. Ruhfus to serve until our 2022 Annual Meeting of Shareholders and/or 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, 2021; 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 by the requisite vote, 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:

TrusteeVotes ForVotes Against/WithheldAbstainBroker Non-Votes
Edwin B. Brewer, Jr.34,524,092523,59606,334,755
Thomas J. Crocker17,363,79917,683,88906,334,755
Jeffrey H. Fisher33,873,7481,173,94006,334,755
Mary Beth Higgins34,524,922522,76606,334,755
Robert Perlmutter24,771,55610,276,13206,334,755
Rolf E. Ruhfus34,350,293697,39506,334,755

Ratification of the selection of independent registered public accountants:
Votes ForVotes AgainstAbstentions
40,213,0201,136,47232,951
Approval of compensation of named executive officers:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
33,704,7801,256,28686,6226,334,755

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover page Interactive Data File (embedded within the Inline XBRL document)




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 17, 2021 By: /s/ Jeremy B. Wegner
    
    Name: Jeremy B. Wegner
    Title: Senior Vice President and Chief Financial Officer