--- schema_version: "secwatch.filing_event.v1" accession: "0001232582-23-000053" form_type: "8-K" ticker: "AHT" cik: "0001232582" company_name: "ASHFORD HOSPITALITY TRUST INC" filed_at: "2023-05-10T23:59:59+00:00" generated_at: "2026-06-15T05:56:19.991348+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Ashford Hospitality Trust retains director Jafarnia after failed majority vote; approves stock plan amendment ## Summary - Stockholders approved Amendment No. 3 to 2021 Stock Incentive Plan, increasing shares available by 960,000. - Director Kamal Jafarnia received 4,286,863 votes for vs 7,995,449 against; board did not accept his resignation. - Advisory vote on executive compensation approved (10,593,996 for, 1,699,005 against); future votes set every 1 year. - Ratification of BDO USA, LLP as independent auditor for FY 2023 approved (19,454,613 for, 1,320,334 against). ## SEC filing metadata - accession: 0001232582-23-000053 - form_type: 8-K - ticker: AHT - cik: 0001232582 - company_name: ASHFORD HOSPITALITY TRUST INC - filed_at: 2023-05-10T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1232582/000123258223000053/0001232582-23-000053-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1232582/000123258223000053/aht-20230509.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001232582-23-000053 - JSON: https://secwatch.observer/filing/0001232582-23-000053.json - Plain text: https://secwatch.observer/filing/0001232582-23-000053.txt ## Key facts - Shareholder Votes ASHFORD HOSPITALITY TRUST INC shareholders approved 2. Proposal Two – To obtain advisory approval of the Company’s executive compensation. at the 2023-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-09 source text: 2. Proposal Two – To obtain advisory approval of the Company’s executive compensation. This proposal was approved by the votes indicated below: For Against Abstain Broker Non-votes 10,593,996 1,699,005 58,149 8,544,426 evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258223000053/0001232582-23-000053-index.htm - Shareholder Votes ASHFORD HOSPITALITY TRUST INC shareholders approved 3. Proposal Three – To recommend the frequency of future advisory votes on the Company’s executive compensation. at the 2023-05-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-09 source text: 3. Proposal Three – To recommend the frequency of future advisory votes on the Company’s executive compensation. “1 Year” was approved by the votes indicated below: 1 Year 2 Years 3 Years Abstain 11,258,383 134,511 635,222 323,034 evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258223000053/0001232582-23-000053-index.htm - Shareholder Votes ASHFORD HOSPITALITY TRUST INC shareholders approved 4. Proposal Four – To ratify the appointment of BDO USA, LLP, a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2023. at the 2023-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-09 source text: 4. Proposal Four – To ratify the appointment of BDO USA, LLP, a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2023. This proposal was approved by the votes indicated below: For Against Abstain 19,454,613 1,320,334 120,629 evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258223000053/0001232582-23-000053-index.htm - Shareholder Votes ASHFORD HOSPITALITY TRUST INC shareholders approved 1. Proposal One – To elect eight nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified: at the 2023-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-09 source text: 1. Proposal One – To elect eight nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified: Name For Against Abstain Broker Non-votes Monty J. Bennett 8,578,361 3,706,295 66,494 8,544,426 Benjamin J. Ansell, M.D. 8,821,320 3,352,548 177,282 8,544,426 Amish Gupta 9,718,046 2,559,672 73,432 8,544,426 J. Robison Hays, III 9,743,719 2,536,937 70,494 8,544,426 Kamal Jafarnia 4,286,863 7,995,449 68,838 8,544,426 Frederick J. Kleisner 8,817,542 3,454,591 79,017 8,544,426 Sheri L. Pantermuehl 9,708,282 2,570,971 71,897 8,544,426 Alan L. Tallis 9,708,422 2,569,051 73,677 8,544,426 Each director nominee named above was elected at the Annual Meeting, except for Mr. Jafarnia, who did not receive a majority of votes cast in favor of his election. In accordance with the director resignation policy set forth in Section IX of the Company’s Corporate Governance Guidelines (the “Guidelines”), Mr. Jafarnia evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258223000053/0001232582-23-000053-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.