Maryland
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001-14765
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251811499
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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·
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replace the annual grant-by-grant limit on options, stock appreciation rights, stock awards and performance share awards with a single, annual limit applicable to all equity-based awards issuable under the 2008 Equity Incentive Plan;
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·
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increase the aggregate limit on stock awards and performance share awards issuable to all participants under the 2008 Equity Incentive Plan from 2,000,000 common shares to 3,000,000 common shares; and
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·
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make certain ministerial changes to the 2008 Equity Incentive Plan to reflect that the Company’s common shares are listed on the NYSE.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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·
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The election of four Class I trustees to the Board of Trustees to serve until the 2012 annual meeting of shareholders or until their respective successors are elected and qualified.
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·
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The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.
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·
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The approval of the amendment to the Company’s 2008 Equity Incentive Plan described above.
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Trustee Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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||||||
Jay H. Shah
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97,912,179 | 8,586,908 | 17,586,766 | ||||||
Thomas S. Capello
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97,944,213 | 8,554,874 | 17,586,766 | ||||||
Thomas J. Hutchison III
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101,043,999 | 5,455,088 | 17,586,766 | ||||||
Donald J. Landry
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101,047,014 | 5,452,073 | 17,586,766 |
Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Amendment No. 1 to the Hersha Hospitality Trust 2008 Equity Incentive Plan (filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 15, 2010, and incorporated by reference herein).
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HERSHA HOSPITALITY TRUST
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Date: May 24, 2010
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By:
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/s/ Ashish R. Parikh
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Ashish R. Parikh
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Chief Financial Officer
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