---
schema_version: "secwatch.filing_event.v1"
accession: "0001232582-26-000122"
form_type: "8-K"
ticker: "AHT"
cik: "0001232582"
company_name: "ASHFORD HOSPITALITY TRUST INC"
filed_at: "2026-05-15T20:16:46+00:00"
generated_at: "2026-05-15T20:24:22.343208+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Ashford Hospitality Trust fails to elect any director; board retains all nominees despite majority 'against' votes

## Summary
- All six director nominees received majority against votes; e.g., Monty Bennett had 529,791 for, 1,774,505 against.
- Board declined to accept resignations; nominees continue serving per Corporate Governance Guidelines evaluation.
- Advisory vote on executive compensation failed: 463,623 for, 1,807,515 against.
- Amendment No. 6 to 2021 Stock Incentive Plan not approved: 587,906 for, 1,662,867 against.
- Auditor BDO USA ratified: 2,648,938 for, 759,700 against, 386,364 abstain.

## SEC filing metadata
- accession: 0001232582-26-000122
- form_type: 8-K
- ticker: AHT
- cik: 0001232582
- company_name: ASHFORD HOSPITALITY TRUST INC
- filed_at: 2026-05-15T20:16:46+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1232582/000123258226000122/0001232582-26-000122-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1232582/000123258226000122/aht-20260512.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001232582-26-000122
- JSON: https://secwatch.observer/filing/0001232582-26-000122.json
- Plain text: https://secwatch.observer/filing/0001232582-26-000122.txt

## Key facts
- Shareholder Votes
  ASHFORD HOSPITALITY TRUST INC shareholders approved Ratify the appointment of BDO USA, P.C. as independent auditors at the 2026-05-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: Proposal Three – To ratify the appointment of BDO USA, P.C., a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026. This proposal was approved by the votes indicated below: For Against Abstain 2,648,938 759,700 386,364
  evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258226000122/0001232582-26-000122-index.htm
- Shareholder Votes
  ASHFORD HOSPITALITY TRUST INC shareholders rejected Approve Amendment No. 6 to the Company’s 2021 Stock Incentive Plan at the 2026-05-12 meeting.
  - Proposal: equity plan
  - Outcome: failed
  - Meeting: 2026-05-12
  source text: Proposal Four – To approve Amendment No. 6 to the Company’s 2021 Stock Incentive Plan. This proposal was not approved by the votes indicated below: For Against Abstain Broker Non-Votes 587,906 1,662,867 57,058 1,487,171
  evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258226000122/0001232582-26-000122-index.htm
- Shareholder Votes
  ASHFORD HOSPITALITY TRUST INC shareholders rejected Advisory approval of the Company’s executive compensation at the 2026-05-12 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2026-05-12
  source text: Proposal Two – To obtain advisory approval of the Company’s executive compensation. This proposal was not approved by the votes indicated below: For Against Abstain Broker Non-Votes 463,623 1,807,515 36,693 1,487,171
  evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258226000122/0001232582-26-000122-index.htm
- Shareholder Votes
  ASHFORD HOSPITALITY TRUST INC shareholders rejected To elect six nominees to the board of directors at the 2026-05-12 meeting.
  - Proposal: director election
  - Outcome: failed
  - Meeting: 2026-05-12
  source text: Proposal One – To elect six nominees to the board of directors of the Company (the “Board”) 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 529,791 1,774,505 3,535 1,487,171 Amish Gupta 552,043 1,734,308 21,480 1,487,171 David W. Johnson 548,169 1,734,359 25,303 1,487,171 Frederick J. Kleisner 399,372 1,881,937 26,522 1,487,171 Sheri L. Pantermuehl 546,161 1,741,399 20,271 1,487,171 Stephen Zsigray 583,393 1,704,089 20,349 1,487,171
  evidence_url: https://www.sec.gov/Archives/edgar/data/1232582/000123258226000122/0001232582-26-000122-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.