Sotherly Hotels adopts clawback policy, lowers stockholder quorum to 33 1/3%

Sotherly Hotels Inc.

Adopted Executive Officer Incentive Compensation Recovery Policy effective Oct 2, 2023, requiring recoupment after accounting restatements.
Policy applies to all current and former executive officers under Rule 16a-1(f); no-fault recoupment regardless of misconduct.
Amended Bylaws to reduce stockholder meeting quorum from a majority to at least 33.33% of voting power.
Clawback Policy covers incentive compensation based on financial reporting measures, stock price, or total shareholder return.
Company will not indemnify or insure any executive against loss of erroneously awarded compensation.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sotherly Hotels Inc.: Amended quorum requirement for stockholder meetings from majority to at least thirty-three and one-third percent of votes entitled to be cast (effective 2023-07-31).

Change: bylaw amendment
Effective: 2023-07-31

Exact text from the filing

the amendment to the Bylaws provides that the presence in person or by proxy of stockholders entitled to cast at least thirty-three and one-third percent, rather than a majority, of all the votes entitled to be cast shall constitute a quorum at all meetings of the stockholders of the Company.

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Source: SEC EDGAR

accession 0000950170-23-038499

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