{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-038499","form_type":"8-K","ticker":"SOHOO","cik":"0001301236","company_name":"Sotherly Hotels Inc.","filed_at":"2023-08-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.515538+00:00","generated_at":"2026-06-12T05:42:58.356458+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Sotherly Hotels adopts clawback policy, lowers stockholder quorum to 33 1/3%","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-038499","json":"https://secwatch.observer/filing/0000950170-23-038499.json","markdown":"https://secwatch.observer/filing/0000950170-23-038499.md","text":"https://secwatch.observer/filing/0000950170-23-038499.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1301236/000095017023038499/0000950170-23-038499-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1301236/000095017023038499/soho-20230731.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T05:42:58.356458+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"765294ac6d8b199b256b1ab4d15a059ce1a6b8d9","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1301236/000095017023038499/0000950170-23-038499-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-07-31"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}