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Hersha Hospitality Trust (HT) SEC Filing 8-K Material Event for the period ending Thursday, May 27, 2021

Hersha Hospitality Trust

CIK: 1063344 Ticker: HT

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 27, 2021
 
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
   
Maryland001-1476525-1811499
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Shares of Beneficial Interest, par value $.01 per shareHTNew York Stock Exchange
6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PCNew York Stock Exchange
6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PDNew York Stock Exchange
6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PENew York Stock Exchange




Item 1.01 Entry Into a Material Definitive Agreement

On May 27, 2021, the shareholders of Hersha Hospitality Trust (the "Company") approved an amendment (the "Amendment") to the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan (as amended by the Amendment, the "2012 Plan").
Among other changes, effective May 27, 2021, the Amendment increases the aggregate number of the Company's class A common shares of beneficial interest, par value $0.01 per share ("common shares"), that may be issued under the 2012 Plan as stock awards and in settlement of performance shares, dividend equivalents and LTIP awards by 2,500,000 shares. The Amendment also extends the expiration of the 2012 Plan from April 16, 2029 to April 16, 2031 and updates the effective date of the 2012 Plan.
A summary of the material terms and conditions of the 2012 Plan, as amended by the Amendment, appears under the heading "Proposal Three - Approval of Amendment to 2012 Equity Incentive Plan" in the Company's Definitive Proxy Statement filed on April 16, 2021 (the "2021 Proxy Statement"). Such summary is incorporated herein by reference and is qualified by reference to the actual text of the 2012 Plan, as amended by the Amendment (a copy of which is filed as Appendix A to the Company's 2021 Proxy Statement and incorporated by reference herein).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information appearing above under Item 1.01 is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2021, the Company held its 2021 annual meeting of shareholders (the “Annual Meeting”). There were 32,230,887 common shares of the Company represented in person or by proxy at the meeting, constituting approximately 82.36% of outstanding common shares on March 31, 2021, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: Election of Four Class II Trustees to the Company’s Board of Trustees 
    
ForAgainstAbstainBroker Non-Votes
Hasu P. Shah21,133,5092,501,64518,1038,577,630
Jackson Hsieh22,311,0761,325,21516,9668,577,630
Dianna F. Morgan22,231,1411,403,53718,5798,577,630
John M. Sabin20,074,3183,556,77622,1638,577,630
All trustee nominees were duly elected.  Each of the individuals named in the table above will serve as a Class II trustee until the 2023 annual meeting of shareholders and until his or her successor is duly elected and qualified.
Proposal 2: Advisory Vote on Executive Compensation
   
ForAgainstAbstainBroker Non-Votes
22,005,5411,587,29160,4258,577,630
   

The proposal was approved on an advisory basis.






Proposal 3: Approval of the 2012 Equity Incentive Plan

   
ForAgainstAbstainBroker Non-Votes
18,044,9225,547,92660,4098,577,630
   

The proposal was approved.
Proposal 4: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 
   
ForAgainstAbstainBroker Non-Votes
31,902,564272,95055,373N/A
   

The appointment was ratified.




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: June 1, 2021By:/s/ Ashish R. Parikh 
  Name:Ashish R. Parikh 
  Title:Chief Financial Officer 


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Definitive Proxy Statement (Form DEF 14A)
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Hersha Hospitality Trust's Definitive Proxy Statement (Form DEF 14A) filed after their 2021 10-K Annual Report includes:

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Inside this 8-K Corporate News

Ticker: HT
CIK: 1063344
Form Type: 8-K Corporate News
Accession Number: 0001063344-21-000066
Submitted to the SEC: Tue Jun 01 2021 4:36:58 PM EST
Accepted by the SEC: Tue Jun 01 2021
Period: Thursday, May 27, 2021
Industry: Real Estate Investment Trusts
Events:
  1. Vote of Security Holders

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