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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): September
16, 2022
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
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Maryland |
001-14765 |
25-1811499 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
44
Hersha Drive
Harrisburg, Pennsylvania 17102
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area
code: (717)
236-4400
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 (see General Instructions
A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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.
☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A Common Shares of Beneficial Interest, par value $.01 per
share |
HT |
New York Stock Exchange |
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6.875% Series C Cumulative Redeemable Preferred Shares of
Beneficial Interest, par value $.01 per share |
HT-PC |
New York Stock Exchange |
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6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial
Interest, par value $.01 per share |
HT-PD |
New York Stock Exchange |
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6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial
Interest, par value $.01 per share |
HT-PE |
New York Stock Exchange |
Item 5.02
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Hersha Hospitality Trust (the “Company”)
today announced certain changes in its management team
(collectively, the “Leadership
Transition”),
including:
a.the
retirement of Mr. Hasu P. Shah as Trustee and Chairman of the Board
of Trustees of the Company (the “Board”)
effective December 31, 2022;
b.the
retirement of Mr. Jay H. Shah as Chief Executive Officer of the
Company on December 31, 2022 and the appointment of Mr. Jay H. Shah
as Executive Chairman of the Board effective as of January 1,
2023;
c.appointment
of Mr. Neil H. Shah as President and Chief Executive Officer of the
Company and as a Class II trustee, effective as of January 1,
2023.
Departure of Hasu P. Shah as Trustee and Chairman of the
Board
On September 16, 2022, in accordance with the Company’s Corporate
Governance Guidelines, Mr. Hasu P. Shah submitted a letter of
notice announcing his retirement and resignation from his position
as a trustee and Executive Chairman of the Board, effective
December 31, 2022. Mr. Hasu P. Shah’s resignation is not due to any
disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
In connection with Mr. Hasu P. Shah’s resignation and recognition
of Mr. Hasu P. Shah’s immense contributions to the Company since
founding the Company nearly a quarter-century ago, the Board
appointed Mr. Hasu P. Shah as non-voting Chairman Emeritus of the
Company with Board observation rights, effective January 1,
2023.
Departure of Jay H. Shah as Chief Executive Officer and Appointment
as Executive Chairman of the Board
On September 16, 2022, in accordance with the Company’s Corporate
Governance Guidelines, Mr. Jay H. Shah announced his retirement and
resignation from his position as Chief Executive Officer
(“CEO”)
of the Company, effective December 31, 2022. Mr. Jay H. Shah’s
resignation is not due to any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
Mr. Jay H. Shah will continue to serve as a trustee on the Board
and will assume the role of Executive Chairman of the Board,
effective January 1, 2023. The appointment of Mr. Jay H. Shah as
Executive Chairman was not made pursuant to any arrangement or
understanding between him or any other person.
Biographical information for Mr. Jay H. Shah can be found in the
Company’s definitive proxy statement for the Company’s 2022 annual
meeting of shareholders filed with the Securities and Exchange
Commission on April 14, 2022 (the “Proxy
Statement”).
Appointment of Neil H. Shah as Chief Executive Officer
In connection with Mr. Jay H. Shah’s resignation, the Company
appointed Mr. Neil H. Shah as CEO and President and as a Class II
trustee, in each case, effective as of January 1, 2023. Mr. Neil H.
Shah currently serves as President and Chief Operating Officer
(“COO”).
Mr. Neil H. Shah will continue in his role as President and COO
until December 31, 2022. The Company plans to eliminate the
position of COO following Mr. Neil H. Shah’s appointment as CEO and
President of the Company. The appointment of Mr. Neil H. Shah was
not made pursuant to any arrangement or understanding between him
or any other person. Biographical information for Mr. Neil H. Shah
can be found in the Proxy Statement.
Mr. Neil H. Shah has no transactions with the Company that require
disclosure under Item 404(a) of Regulation S-K, other than the
transactions described in the Company’s (i) Proxy Statement under
the heading “Certain Relationships and Related Transactions,” (ii)
Form 10-K, under the heading “Commitments and Contingencies and
Related Party Transactions”, and Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 2022 and June 30, 2022, under
the heading “Commitments and Contingencies and Related Party
Transactions,” which disclosures are each incorporated by reference
herein.
Reduction in Size of the Board
In connection with Mr. Hasu P. Shah’s resignation as a trustee of
the Board and appointment of Neil H. Shah as a trustee, the Board
has approved a reduction in the size of the Board. As of September
16, 2022, the size of the Board has been reduced to eight trustees,
each of which is occupied and shall remain occupied after giving
effect to the Leadership Transition.
SIGNATURE
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 thereunto duly
authorized.
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HERSHA HOSPITALITY TRUST |
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Date: September 22, 2022 |
By: |
/s/ Ashish R. Parikh |
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Name: |
Ashish R. Parikh |
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Title: |
Chief Financial Officer |
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