Current Report Filing (8-k)
17 Mai 2022 - 10:18PM
Edgar (US Regulatory)
false 0001418121 0001418121 2022-05-13
2022-05-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): May 13, 2022
APPLE HOSPITALITY REIT,
INC.
(Exact name of registrant as specified in its charter)
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Virginia
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001-37389
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26-1379210
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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814 East Main
Street, Richmond, Virginia
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23219
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(Address of principal executive offices)
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(Zip Code)
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(804) 344-8121
(Registrant’s telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol
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Name of each exchange on
which registered
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Common Shares, no par value
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APLE
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New York Stock Exchange
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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 ☐
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.
☐
Apple Hospitality REIT, Inc. (which is referred to below as the
“Company”) is filing this report in accordance with Items 5.07 and
8.01 of Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2022, the Company held its Annual Meeting of
Shareholders (the “Annual Meeting”). At the Annual Meeting,
shareholders considered:
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1.
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The election of nine
(9) directors to the Board of Directors (the “Board”);
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2.
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An advisory vote regarding the
approval of compensation paid to the Company’s named executive
officers; and
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3.
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The ratification of the appointment of
Ernst & Young LLP as the Company’s independent registered
public accounting firm to serve for 2022.
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The Company’s shareholders voted as follows on these matters:
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1.
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The Company’s
shareholders elected
the nine director nominees named in the proxy statement with the
following votes:
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NOMINEE
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Glenn W. Bunting
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178,486,889
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4,378,827
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13,964,548
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Jon A. Fosheim
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175,699,814
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7,165,902
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13,964,548
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Kristian M. Gathright
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172,724,950
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10,140,766
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13,964,548
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Glade M. Knight
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170,162,724
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12,702,992
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13,964,548
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Justin G. Knight
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180,080,009
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2,785,707
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13,964,548
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Blythe J. McGarvie
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178,011,321
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4,854,395
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13,964,548
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Daryl A. Nickel
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177,573,578
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5,292,138
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13,964,548
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L. Hugh Redd
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178,920,395
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3,945,321
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13,964,548
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Howard E. Woolley
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178,482,345
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4,383,371
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13,964,548
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The nine duly elected directors, constituting all of the Board’s
directors, will serve a one-year term expiring at the 2023 Annual
Meeting of Shareholders.
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2.
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The Company’s
shareholders voted on the advisory resolution to approve the
compensation paid to the Company’s named executive officers with
the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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175,318,069
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7,128,382
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419,265
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13,964,548
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3.
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The Company’s
shareholders ratified the appointment of Ernst &
Young LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022. This proposal received the
following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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191,720,212
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4,924,918
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185,134
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-
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Item 8.01. Other Events.
On May 13, 2022, the Board approved an
extension until July 2023 of the Company’s existing share
repurchase program. The extended share repurchase program
permits the repurchase of up to $345 million of the Company’s
common shares. Repurchases may be made in the open market, through
10b5-1 programs or in privately negotiated transactions. The
timing of share repurchases and the number of common shares to be
repurchased will depend upon prevailing market conditions and other
factors. There can be no assurances that the Company will make
additional purchases under the share repurchase program.
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.
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Apple Hospitality REIT, Inc.
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By:
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/s/ Justin G. Knight
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Justin G. Knight
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Chief Executive Officer
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May 17, 2022
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