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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): December 30, 2022
 
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
     
Maryland 001-14765 25-1811499
(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):
   
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Shares of Beneficial Interest, par value $.01 per share HT New York Stock Exchange
6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share HT-PC New York Stock Exchange
6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share HT-PD New York Stock Exchange
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 Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Employment Agreement Amendments

As previously reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 22, 2022, Hersha Hospitality Trust (the “Company”) announced (i) the retirement and resignation of Mr. Jay H. Shah from his position as Chief Executive Officer of the Company, effective December 31, 2022 and (ii) the appointment of Mr. Jay H. Shah, as Executive Chairman of the Company’s Board of Trustees (the “Board”), effective January 1, 2023. On December 30, 2022, the Company entered into an amendment, effective January 1, 2023 (the “Amendment”), to Mr. Jay H. Shah’s existing employment agreement with the Company (the “Prior Employment Agreement”).

The Amendment updates the Prior Employment Agreement to:
•change Mr. Jay H. Shah’s title from Chief Executive Officer of the Company to Executive Chairman of the Board; and
•reduce Mr. Jay H. Shah’s base salary to $650,000.

All other material terms of the Prior Employment Agreement remain unchanged from the description of the terms of Mr. Jay H. Shah’s existing employment agreement and form employment agreement filed on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 7, 2020.


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.

  HERSHA HOSPITALITY TRUST  
       
       
Date: January 3, 2023 By: /s/ Ashish R. Parikh  
  Name: Ashish R. Parikh  
  Title: Chief Financial Officer  


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