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Registrant’s telephone number, including area code: (i240) i507-1300
Not Applicable
Former name or former address, if changed since 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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Shares, $0.01 par value per share
iPEB
iNew York Stock Exchange
iSeries
C Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PC
iNew York Stock Exchange
iSeries
D Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PD
iNew York Stock Exchange
iSeries
E Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PE
iNew York Stock Exchange
iSeries
F Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PF
iNew York Stock Exchange
iSeries
G Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PG
iNew 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 i☐
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 1.01. Entry Into a Material Definitive Agreement.
On May 19, 2021, the shareholders of Pebblebrook Hotel Trust (the "Company") approved an amendment (the "Amendment") to the Amended and Restated 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (as amended by the Amendment, the "2009 Plan").
Effective
May 19, 2021, the Amendment increases the aggregate number of the Company's common shares of beneficial interest, $0.01 par value per share (the "common shares"), that may be issued under the 2009 Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 1,675,000 shares.
A summary of the material terms and conditions of the 2009 Plan, as amended by the Amendment, appears under the heading "Proposal 4: Approval of an Amendment to the 2009 Equity Incentive Plan" in the Company's Definitive Proxy Statement filed on April 1, 2021. Such summary is incorporated
herein by reference and is qualified by reference to the actual text of the 2009 Plan, as amended by the Amendment (a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2021, the Company convened its 2021 Annual Meeting of Shareholders. The matters on which the shareholders voted were:
(i)the election
of the trustees of the Company to serve until its 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified;
(ii)the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2021;
(iii)the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers; and
(iv)the approval of an amendment to the
2009 Equity Incentive Plan.
All of the trustee nominees were elected, the selection of the independent registered public accountants was ratified, the compensation of the Company’s named executive officers was approved, and the amendment to the 2009 Equity Incentive Plan was approved. The results of the voting were as set forth below.
Proposal 1 - election of trustees:
Trustee
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Jon E. Bortz
114,406,253
5,617,166
95,539
3,105,721
Cydney C. Donnell
116,324,451
3,699,455
95,052
3,105,721
Ron
E. Jackson
116,097,622
3,925,234
96,102
3,105,721
Phillip M. Miller
117,746,292
2,276,585
96,081
3,105,721
Michael J. Schall
116,252,397
3,771,071
95,490
3,105,721
Bonny
W. Simi
117,594,510
2,429,446
95,002
3,105,721
Earl E. Webb
116,696,913
3,326,535
95,510
3,105,721
Proposal 2 - ratification of the appointment of independent registered public accountants:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
121,464,528
1,662,255
97,896
—
Proposal 3 - approval of compensation of named executive officers:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
113,256,770
6,604,313
257,875
3,105,721
Proposal 4 - approval of an amendment to the 2009 Equity Incentive Plan:
Cover 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.
