Committed to maintaining corporate governance policies and practices at Ashford Trust and Ashford Inc. that best serve interests of company and shareholders.
DALLAS – Ashford Hospitality Trust, Inc. announced that its Board of Directors has taken a series of actions, in response to the Board’s on-going dialogue with company shareholders, which are meant to enhance the company’s corporate governance practices as well as the corporate governance practices for the spin-off entity Ashford Inc.
“Ashford Trust is committed to maintaining corporate governance policies and practices that best serve the interests of the Company and our shareholders,” said Monty J. Bennett, Ashford Trust’s Chairman and Chief Executive Officer. “Responding to feedback from our shareholders, we determined to amend our corporate governance policies and practices so that the Company is firmly aligned with the interests of its shareholders.”
The following corporate governance enhancements for Ashford Trust were unanimously approved by the Board of Directors, and include:
- Amendments to the company’s bylaws, consistent with the proposal previously approved by shareholders at the company’s 2014 annual shareholder meeting, providing for a majority voting standard in the election of directors in uncontested elections, subject to approval of a similar amendment to the company’s charter at the 2015 annual shareholder meeting;
- Amendments to the company’s bylaws to permit shareholders to amend the bylaws; and
- Amendments to the company’s bylaws to reduce the threshold to call a special meeting of shareholders from 50 percent to 35 percent of the outstanding common stock, following the company’s 2015 annual shareholder meeting.
In addition, the Board of Directors unanimously approved plans for corporate governance enhancements for Ashford Inc., which enhancements would be instituted in connection with the previously announced spin-off of Ashford Trust’s asset management business, including:
- Amendments to the bylaws of Ashford Inc., providing Ashford Inc. shareholders the right to call a special meeting;
- A plan to provide Ashford Inc. shareholders the opportunity to vote to declassify the Board at Ashford Inc.’s first annual meeting;
- A plan to permit Ashford Inc.’s directors up for annual election to be removed with or without cause, if shareholders vote to declassify the Board; and
- A plan to provide Ashford Inc. shareholders the opportunity to provide an advisory non-binding vote on executive compensation every three years.
“Since Ashford Inc. will be a small cap company post spin, the Board considered the likely volatility in the trading of Ashford Inc. stock and the potential for large share accumulations,” added Mr. Bennett. “The Board is committed to protecting the Ashford Inc. franchise and the interests of all shareholders during this initial period as a newly public company.”
Additional information concerning Ashford Trust’s corporate governance guidelines, including the enhancements announced today, will be available on the Company’s website and in a Form 8-K to be filed with the Securities and Exchange Commission.
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States.
Vicky is the co-founder of TravelDailyNews Media Network where she is the Editor-in Chief. She is also responsible for the daily operation and the financial policy. She holds a Bachelor's degree in Tourism Business Administration from the Technical University of Athens and a Master in Business Administration (MBA) from the University of Wales.
She has many years of both academic and industrial experience within the travel industry. She has written/edited numerous articles in various tourism magazines.
