Additional Proxy Soliciting Materials (definitive) (defa14a)
25 August 2022 - 11:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material under §240.14a-12 |
WATERMARK LODGING TRUST, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
¨ | Fee paid previously with preliminary materials. |
¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a6(i)(1) and 0-11. |
EXPLANATORY NOTE
Watermark Lodging Trust, Inc.'s proxy solicitation firm first mailed the solicitation materials contained herein to shareholders on August 25, 2022.
| WE ARE MISSING YOUR VOTE! PLEASE VOTE TODAY.
Dear WLT Stockholder,
The Watermark Lodging Trust, Inc. ("WLT") Special Meeting of Stockholders is quickly approaching. We will be holding this
meeting to approve matters related to the proposed merger of WLT with private real estate funds managed by affiliates of
Brookfield Asset Management Inc. At the time of this mailing, we do not have enough favorable votes to hold the meeting
as planned.
Our records indicate that you have not yet voted your shares. We encourage you to carefully review the proxy materials
that have been sent to you and then exercise your right to vote as soon as possible. As stated in the proxy materials, the
proposed merger requires an affirmative vote from the holders of common stock entitled to cast a majority of all votes
entitled to be cast on the merger proposal. As a result, failure to vote your WLT shares will have the same effect as a
vote “AGAINST” the merger proposal. Please promptly submit your proxy so that we can discontinue further phone calls
and mailings to you.
Should you have any questions about voting or wish to receive a new set of proxy materials, please call 1-866-407-1557
Monday through Friday, between 9:00 a.m. – 10:00 p.m. ET, so that a proxy specialist can assist you.
Thank you for your support of WLT.
Sincerely,
Watermark Lodging Trust, Inc.
R50877-LTR
Scan this code with a
smartphone camera
to view a message
from our Chairman and
Chief Executive Officer,
Michael G. Medzigian
PROXY QUESTIONS?
Call 1-866-407-1557
WWW.PROXYVOTE.COM
Please have your proxy card
in hand when accessing the
website. There are easy-to-follow
directions to help you complete
the electronic voting instruction
form.
ONLINE
VOTE PROCESSING
Mark, sign and date
your ballot and return
it in the postage-paid
envelope provided.
MAIL
FOUR WAYS TO VOTE
PHONE
WITH A PROXY CARD
Call 1-800-690-6903 with
a touch-tone phone to vote
using an automated system.
WITH A SMARTPHONE
Vote by scanning the
Quick Response Code or
“QR Code” on the Proxy
Card/VIF enclosed.
QR CODE |
| FINAL NOTICE: DEADLINE APPROACHING
Please vote your Watermark Lodging Trust shares immediately.
What am I being asked to approve?
• As a Watermark Lodging Trust stockholder, you’re being asked to approve the proposed
merger of Watermark Lodging Trust with private real estate funds managed by affiliates of
Brookfield Asset Management Inc. The proposed merger would provide Watermark Lodging
Trust common stockholders with immediate and certain cash liquidity at a favorable valuation.
What action is required?
• Please cast a vote representing your Watermark Lodging Trust shares today using
any one of the methods described on the reverse side of this insert. Your prompt, favorable
response will help us meet stockholder approval requirements before the September 9, 2022
meeting date, thereby reducing the risk of meeting adjournment and significant additional
solicitation costs. If you have any questions about voting, please call 1-866-407-1557 so a
proxy specialist can assist you. If you do not vote, the effect will be the same as voting
against the merger. |
| PLEASE SUBMIT A PROXY FOR YOUR ACCOUNT NOW!
VOTE BY INTERNET
1. Go to www.proxyvote.com
2. Please have your proxy card/voting instruction form available
3. Follow the simple instructions
VOTE BY TELEPHONE
Call toll free (800) 690-6903
There is no charge for this call; please have your proxy card/voting instruction form in hand.
VOTE BY MAIL
Please mark, sign and date the accompanying proxy card and return it in the enclosed postage paid return envelope. If you sign and
return the proxy card without indicating your choices, you will have been deemed to have voted in favor of the proposed transaction.
VOTE BY QR CODE
1. Scan QR code with mobile device
2. Please have your proxy card/voting instruction form available
3. Follow the simple instructions
Note:
This is not an actual Control Number.
Please refer to the proxy card for your
unique Control Number.
Watermark Lodging Trust, Inc. will hold a special meeting of stockholders
virtually on September 9, 2022 to vote on the proposed stockholder cash
liquidity transaction. We offer four easy methods for you to vote. You will
need your unique Control Number provided on the enclosed proxy card
in order to vote your shares. If you do not vote, the effect will be the
same as voting against the proposed merger. |
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