(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated, and state how it was determined):

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2), and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.

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1.	to elect the trustees of the Company to serve until our 2016 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

2.	to ratify the appointment of KPMG LLP to serve as our independent registered public accountants for the year ending December 31, 2015;

3.	to approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this proxy statement;

4.	to vote upon a non-binding shareholder proposal, if properly brought before the Annual Meeting; and

5.	to consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournment or postponement thereof.

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A.

We are soliciting proxies by mailing this Proxy Statement and proxy card to our shareholders. In addition to solicitation by mail, some of our trustees, officers and employees may make additional solicitations by telephone or in person without extra compensation. We will pay the solicitation costs and will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to beneficial owners.

A.	All holders of record of our common shares of beneficial interest, $0.01 par value per share (“Common Shares”), as of the close of business on March 23, 2015, which is the record date, are entitled to vote at the Annual Meeting.

A.

A quorum at the Annual Meeting will consist of a majority of the votes entitled to be cast by the holders of all outstanding Common Shares. No business may be conducted at the meeting if a quorum is not present. As of the record date, 71,854,732 Common Shares were issued and outstanding. If less than a majority of our outstanding Common Shares entitled to vote are represented at the Annual Meeting, the chairperson of the meeting may adjourn or postpone the Annual Meeting to another date, time or place, not later than 120 days after the original record date of March 23, 2015. Notice need not be given of the new date, time or place if announced at the meeting before an adjournment or postponement is taken.

A.	You are entitled to one vote for each whole Common Share you held as of the record date. Our shareholders do not have the right to cumulate their votes for trustees.

A.

You may vote by Internet, by telephone, by mail or in person at the Annual Meeting. Authorizing your proxy by one of the methods described below will not limit your right to attend the Annual Meeting and vote your Common Shares in person. Your proxy (one of the individuals named in your proxy card) will vote your Common Shares per your instructions. If you fail to provide instructions on a properly submitted proxy, your proxy will vote as recommended by the Board of Trustees.

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A.	If you have Common Shares held by a broker, you may instruct your broker to vote your Common Shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and the Internet.

A.	You will be voting on:

•	Proposal 1: the election of seven trustees to hold office until our 2016 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

•	Proposal 2: the ratification of the appointment of KPMG LLP to serve as our independent registered public accountants for the year ending December 31, 2015;

•	Proposal 3: the approval, by advisory and non-binding vote, of the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables contained in this Proxy Statement); and

•	Proposal 4: a non-binding shareholder proposal submitted by the Union (as defined below), if properly brought before the Annual Meeting.

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Q.	What vote is required to approve the proposals, assuming that a quorum is present at the Annual Meeting?

Q.	How are abstentions and broker non-votes treated?

A.

A “broker non-vote” occurs when a bank, broker or other holder of record holding Common Shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not count “for” or “against” Proposals 1, 3

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Q.	Will there be any other items of business on the agenda?

A.

The Board of Trustees does not know of any other matters that may be brought before the Annual Meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the Board of Trustees. In the event that any other matter should properly come before the Annual Meeting or any nominee is not available for election, the persons named in the enclosed proxy will have authority to vote all proxies with respect to such matters in their discretion.

Q.	What happens if I submit my proxy without providing voting instructions on all proposals?

A.

Proxies properly submitted will be voted at the Annual Meeting in accordance with your directions. If a properly submitted proxy does not provide voting instructions on a proposal, the proxy will be voted to elect (FOR ALL) all of the trustee nominees listed in “Proposal 1 – Election of Trustees,” in favor of (FOR) “Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants,” in favor of (FOR) “Proposal 3 – Approval, by Advisory and Non-binding Vote, of Executive Compensation (“Say-On-Pay”)” and against (AGAINST) “Proposal 4 – Non-binding Shareholder Proposal from the Union.”

Q.	Will anyone contact me regarding this vote?

A.	No arrangements or contracts have been made with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. Solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

Q.	Who has paid for this proxy solicitation?

A.

We have paid the entire expense of preparing, printing and mailing the proxy materials and any additional materials furnished to shareholders. Proxies may be solicited by our trustees, officers or employees personally or by telephone without additional compensation for such activities. We also will request persons, firms and corporations holding Common Shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners. We will reimburse such holders for their reasonable expenses.

Q.	May shareholders ask questions at the Annual Meeting?

A.	Yes. There will be time allotted at the meeting when our representatives will answer questions from the floor.

Q.	What does it mean if I receive more than one proxy card?

A.	It probably means your Common Shares are registered differently and are in more than one account. Sign and return, or vote by Internet or phone, all proxy cards to ensure that all your Common Shares are voted.

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Q.	Can I change my vote after I have voted?

A.

Yes. A shareholder may revoke a proxy at any time prior to its exercise by filing with our corporate secretary a duly executed revocation of proxy, by properly submitting by mail, phone or Internet a proxy to our corporate secretary bearing a later date or by appearing at the meeting and voting in person. Proxies properly submitted by mail, phone or Internet do not preclude a shareholder from voting in person at the meeting. Attendance at the meeting will not by itself constitute revocation of a proxy.

Q.	Can I find additional information on the Company’s website?

A.	Yes. Our Internet website is located at www.pebblebrookhotels.com. Although the information contained on our website is not part of this Proxy Statement, you can view additional information on the website, such as our corporate governance guidelines, our code of business conduct and ethics, charters of the committees of the Board and reports that we file with the SEC.

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•	Non-Classified Board - All of the members of the Board of Trustees must be elected annually.

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•	Trustee Resignation Policy - Our trustees are subject to our trustee resignation policy as part of our policy on voting procedures with respect to the election of trustees.

•	Lead Trustee - We have appointed a Lead Trustee whose primary responsibilities are to preside at executive sessions of the Board of Trustees and to preside at meetings of the Board of Trustees when the Chairman is absent.

•	Independent Majority - A majority (six of seven) of the members of the Board of Trustees are independent of the Company and its officers and employees.

•	Exclusively Independent Committees - All members of the three standing committees of the Board of Trustees are independent of the Company and our officers and employees.

•	Regular Executive Sessions - The independent members of the Board of Trustees, as well as each of its three standing committees, meet regularly without the presence of any of our officers or employees.

•	3x for Trustees - We have adopted share ownership guidelines that apply to our independent trustees. Each trustee should own shares of beneficial interest of the Company in aggregate value at least equal to three times the amount of annual compensation the trustee receives for services as one of our trustees, including any fees for service as a committee chairperson.

•	3x - 5x for Executives - We have adopted share ownership guidelines that apply to our named executive officers. Each named executive officer should own shares of beneficial interest of the Company in aggregate value at least equal to three times (or, in the case of our Chief Executive Officer, five times) the amount of the executive officer’s annual base salary.

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Our insider trading policy prohibits our officers, trustees, employees and consultants and their respective family members from, among other prohibited activities, engaging in short-term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of insider trading laws. We prohibit our officers, trustees, employees and consultants and their respective family members from engaging in short sales of the Company’s securities and transactions in publicly traded options on the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other market.

•

We expect the SEC, in accordance with the requirements of the Dodd-Frank Act, to issue regulations regarding clawback policies. We intend to adopt a clawback policy that will apply to our executive officers in conformity with the SEC regulations once they have been implemented. We have chosen to wait to adopt a formal policy until the SEC issues its regulations to insure that our policy will be fully compliant.

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•	a trustee who is, or who has been within the last three years, an employee of the Company, or whose immediate family member is, or has been within the last three years, an executive officer of the Company;

•	a trustee who has received, or who has an immediate family member serving as an executive officer who has received, during any 12-month period within the last three years more than $120,000 in direct compensation from the Company (excluding trustee and committee fees and pension/other forms of deferred compensation for prior service that is not contingent in any way on continued service);

•

(i) a trustee who is or whose immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (ii) a trustee who is a current employee of such a firm; (iii) a trustee who has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (iv) a trustee who was or whose immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;

•	a trustee who is or has been within the last three years, or whose immediate family member is or has been within the last three years, employed as an executive officer of another company where any of our present executives at the same time serves or served on that company’s compensation committee; or

•	a trustee who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (as reported for the last completed fiscal year).

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(1)	Ms. Donnell elected to receive half of her $110,000 fee for service in the form of 1,194 Common Shares valued at a price per share of $46.078, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(2)	Mr. Jackson elected to receive his entire $110,000 fee for service in the form of 2,387 Common Shares valued at a price per share of $46.078, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(3)	Mr. Miller elected to receive half of his $100,000 fee for service in the form of 1,085 Common Shares valued at a price per share of $46.078, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(4)	Mr. Schall elected to receive half of his $100,000 fee for service in the form of 1,085 Common Shares valued at a price per share of $46.078, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(5)	Mr. Webb elected to receive half of his $100,000 fee for service in the form of 1,085 Common Shares valued at a price per share of $46.078, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(6)	Ms. Wright elected to receive half of her $115,000 fee for service in the form of 1,248 Common Shares valued at a price per share of $46.078, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

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•	any stated reason or reasons why shareholders who cast withheld votes for the trustee did so;

•	the qualifications of the trustee; and

•	whether the trustee’s resignation from the Board of Trustees would be in the Company’s best interest and the best interest of our shareholders.

•	continued service by the trustee until the next relevant meeting of shareholders;

•	rejection of the resignation offer; or

•	rejection of the resignation offer coupled with a commitment to seek to address the underlying cause or causes of the majority-withheld vote.

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•

Hotel operating performance improvement exceeded that of our peers by over 30%: our “same-store” hotel-level earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the year ended December 31, 2014 grew by 16.4% compared to the prior year, whereas the average growth in comparable same-store hotel-level EBITDA of the REITs in the full-service hotel sector whom we consider to be our peers was 12.5%. We consider Chesapeake Lodging Trust, DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc. and Sunstone Hotel Investors, Inc. to be our peers (the “Peer Group”).

•	Adjusted funds from operations (“Adjusted FFO”) growth exceeded that of our peers by over 35%: our Adjusted FFO for the year ended December 31, 2014 grew by 33.3% compared to the prior year, whereas the average growth in Adjusted FFO of the Peer Group was 24.0%.

•

Successfully completed or consummated numerous strategic projects and initiatives on time and within budget: for 2014, we successfully developed a new concept and engaged a third-party tenant for the restaurants and bars of the W Los Angeles - Westwood; implemented a cost mitigation plan at The National Restaurant & Bar at The Benjamin Hotel in New York, New York; renovated the restaurant and lobby while implementing a new concept for the restaurant at Hotel Palomar San Francisco; and retained a highly qualified leadership team at the Radisson Hotel Fisherman’s Wharf, while also commencing the comprehensive renovation and repositioning of the hotel.

•

Completed acquisitions of six high-quality hotel properties: we acquired the Prescott Hotel in San Francisco, California; The Nines, a Luxury Collection Hotel, Portland in Portland, Oregon;  The Westin Colonnade Coral Gables in Coral Gables, Florida; Hotel Palomar Los Angeles - Westwood in Los Angeles, California; the Union Station Hotel, Autograph Collection in Nashville, Tennessee; and the Revere Hotel Boston Common in Boston, Massachusetts.

•	Successfully amended and restated our credit facility and term loan to reduce overall pricing and improve balance sheet flexibility:  The amended credit facility is $600 million, comprised of a $300 million unsecured revolving credit facility and a $300 million term loan, and has a maturity date of January 2020.

•	Maintained and strengthened financial controls and risk management: the audit of our internal controls and procedures again found no material weaknesses and no significant deficiencies, as set forth in the audit reports filed as part of our Annual Report on Form 10-K for the year ended December 31, 2014.

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•	In February 2006, Blackstone acquired Meristar REIT for a $10.45 per share consideration, 20% above the average trading price the day before the announcement.

•	Eagle Hospitality REIT was acquired by an Apollo affiliate for $13.36 per share, a 42% premium over share prices the eve of the announcement.

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•	JER Realty acquired Highland Hospitality Corporation, a REIT, for $19.50 a share, a premium of approximately 15% over Highland’s three-month average closing share price.

•	the Union’s economic interests are not aligned with those of the Company and its other shareholders ‑ to the contrary, what is good for the Union is not good for the Company;

•	the Company has delivered outstanding shareholder returns and shareholder value over both the short- and long-term, evidencing the management team’s reputation as among the best managers in the industry;

•	MUTA provides the Board timely access to important tools to help protect and enhance that shareholder value, as recently demonstrated; and

•	contemporary studies conclude that anti-takeover provisions can benefit shareholders.

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•

Efforts by shareholder activists to repeal or consistently vote against anti-takeover provisions, as well as the increasing trend to create corporate governance metrics that punish companies for having anti-takeover provisions, are inconsistent with evidence which demonstrates that these provisions can benefit shareholders. (Miroslava Stráska and Gregory Waller, “Do Antitakeover Provisions Harm Shareholders?,” Journal of Corporate Finance (September 2010));

•	Anti-takeover provisions correlate positively with corporate innovation and long-term value creation. (Thomas Chemmanur and Xuan Tian, “Do Anti-Takeover Provisions Spur Corporate Innovation?,” AFA 2012 Chicago Meetings Paper (March 2013 - current version));

•	Public companies with higher quality managers generally have a greater number of anti-takeover provisions and achieve better operating and stock return performance compared to public companies with lower quality managers. (Thomas J. Chemmanur, Imants Paeglis and Karen Simonyan, “Management Quality and Antitakeover Provisions,” Journal of Law and Economics (August 2011)); and

•	By protecting a company from unsolicited takeovers, anti-takeover provisions allow management to focus on and facilitate long-term value creation. (Gary L. Caton and Jeremy Goh, “Corporate Governance, Shareholder Rights, and Shareholder Rights Plans: Poison, Placebo, or Prescription?,” Journal of Financial and Quantitative Analysis (June 2008)).

•	the Union’s economic interests are not aligned with those of the Company’s other shareholders - to the contrary, what is good for the Union is not good for the Company;

•

the Company has delivered outstanding shareholder returns and shareholder value over both the short- and long-term ‑ total shareholder returns from the Company’s IPO to December 31, 2014, and for the 5-year, 3-year and 1-year periods then ended, were 146.1%, 136.1%, 150.4% and 51.7%, respectively ‑ evidencing the management team’s tremendous reputation as being among the best managers in the industry;

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•	MUTA provides the Board timely access to important tools to help protect and enhance that shareholder value, as recently demonstrated; and

•	contemporary studies conclude that anti-takeover provisions can benefit shareholders.

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(1)	See the Summary Compensation Table located elsewhere in this proxy statement for information about actual 2014 compensation paid to our named executive officers for 2014.

(2)	Percentages include awards in February 2014 of time-based restricted Common Shares and performance-based equity, which comprised 40% and 60%, respectively, of the target equity-based compensation amount, respectively.

(1)	Percentages include awards in February 2015 of time-based restricted Common Shares and performance-based equity, which comprise 40% and 60%, respectively, of the target equity-based compensation amount, respectively.

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•	an amount necessary to retain the named executive officers;

•	an assessment of the scope of the named executive officer’s responsibilities, leadership and individual role within the executive management team;

•	the named executive officer’s reputation and experience in the lodging industry;

•	the competitive market compensation paid to executive officers in similar positions at peer REITs; and

•	the operating history, size and age of the Company.

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•

Hotel operating performance improvement exceeded that of our peers by over 30%: our “same-store” hotel-level EBITDA for the year ended December 31, 2014 grew by 16.4% compared to the prior year, whereas the average growth in comparable same-store hotel-level EBITDA of the Peer Group was 12.5%. The Peer Group includes Chesapeake Lodging Trust, DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc. and Sunstone Hotel Investors, Inc., which are the publicly traded REITs in the full-service hotel sector whom we consider to be our peers.

•	Adjusted FFO growth exceeded that of our peers by over 35%: our Adjusted FFO for the year ended December 31, 2014 grew by 33.3% compared to the prior year, whereas the average growth in Adjusted FFO of the Peer Group was 24.0%.

•

Successfully completed or consummated numerous strategic projects and initiatives on time and within budget: for 2014, we successfully developed a new concept and engaged a third-party tenant for the restaurants and bars of the W Los Angeles - Westwood; implemented a cost mitigation plan at The National Restaurant & Bar at The Benjamin Hotel in New York, New York; renovated the restaurant and lobby while implementing a new concept for the restaurant at Hotel Palomar San Francisco; and retained a highly qualified leadership team at the Radisson Hotel Fisherman’s Wharf, while also commencing the comprehensive renovation and repositioning of the hotel.

•

Completed acquisitions of six high-quality hotel properties: we acquired the Prescott Hotel in San Francisco, California; The Nines, a Luxury Collection Hotel, Portland in Portland, Oregon;  The Westin Colonnade Coral Gables in Coral Gables, Florida; Hotel Palomar Los Angeles - Westwood in Los Angeles, California; the Union Station Hotel, Autograph Collection in Nashville, Tennessee; and the Revere Hotel Boston Common in Boston, Massachusetts.

•	Successfully amended and restated our credit facility and term loan to reduce overall pricing and improve balance sheet flexibility:  The amended credit facility is $600 million, comprised of a $300 million unsecured revolving credit facility and a $300 million term loan, and has a maturity date of January 2020.

•	Maintained and strengthened financial controls and risk management: the audit of our internal controls and procedures again found no material weaknesses and no significant deficiencies, as set forth in the audit reports filed as part of our Annual Report on Form 10-K for the year ended December 31, 2014.

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•	35% is determined by the percentage growth of the Company’s comparable hotel-level EBITDA for the year ended December 31, 2014 as compared to the year ended December 31, 2013 measured against the average percentage growth in the same measure of the Peer Group (the “2014 EBITDA Growth Objective”);

•	35% is determined by the percentage growth of the Company’s Adjusted FFO per Common Share from December 31, 2013 to December 31, 2014 compared to the average percentage growth in the same measure per share for the Peer Group (the “2014 Adjusted FFO Growth Objective”); and

•	30% is determined by the degree to which particular business objectives, including asset management initiatives, certain capital re-investment programs, acquisition goals and internal controls and compliance, are executed and met (the “2014 Operating Objective”).

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(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective, and the minimum payout level for all performance objectives in the aggregate is zero.

•	35% is determined by the percentage growth of the Company’s comparable hotel-level EBITDA from December 31, 2014 to December 31, 2015 measured against the average percentage growth in the same measure of the Peer Group, (the “2015 EBITDA Growth Objective”);

•	35% is determined by the percentage growth of the Company’s Adjusted FFO per Common Share from December 31, 2014 to December 31, 2015 compared to the average percentage growth in the same measure per share for the Peer Group (the “2015 Adjusted FFO Growth Objective”); and

•	30% is determined by the degree to which particular business objectives, including asset management initiatives, certain capital re-investment programs, acquisition goals and internal controls and compliance, are executed and met (the “2015 Operating Objective”).

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•	30% is determined by the Company’s total shareholder return (Common Share price appreciation/depreciation plus paid dividends) (“TSR”) measured from December 31, 2013 through December 31, 2016 compared to the Peer Group’s average TSR (the “2014 Group TSR Objective”);

•	30% is determined by the Company’s TSR from December 31, 2013 through December 31, 2016 (the “2014 Absolute TSR Objective”); and

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•	40% is determined by reduction of the gap between the Company’s hotel-level EBITDA margin and that reported by LaSalle Hotel Properties from December 31, 2013 through December 31, 2016, measured annually (the “2014 Direct Competitor Objective”).

(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

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(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

(2)

The amounts in this column show the dollar values of the performance-based equity awards assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per Common Share subject to performance-based vesting was assumed to be the closing price per Common Share on the NYSE on the date of grant, February 4, 2014. The values of the performance-based equity awards are dependent in part on the Company’s performance over a three-year period and there is no assurance that the maximum value of the awards will be earned.

•	30% is determined by the Company’s TSR measured from December 31, 2014 through December 31, 2017 compared to the Peer Group’s average TSR (the “2015 Group TSR Objective”);

•	40% is determined by the Company’s TSR from December 31, 2014 through December 31, 2017 (the “2015 Absolute TSR Objective”); and

•	30% is determined by reduction of the gap between the Company’s hotel-level EBITDA margin and that reported by LaSalle Hotel Properties from December 31, 2014 through December 31, 2017, measured annually (the “ 2015 Direct Competitor Objective”).

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(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

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(2)

The amounts in this column show the dollar values of the performance-based equity awards assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per performance unit was assumed to be the closing price per Common Share on the NYSE on the date of grant, February 11, 2015. The values of the performance-based equity awards are dependent in part on the Company’s performance over a three-year period and there is no assurance that the maximum value of the awards will be earned.

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(1)

For each named executive officer for each year, the total of the amounts shown in the Bonus and Non-Equity Incentive Plan Compensation columns equals the amount of the annual cash incentive bonus. Any amount shown in the Bonus column is the discretionary amount of the annual cash incentive bonus awarded to a named executive officer in excess of the formula-based amount of the annual cash incentive bonus for that year.

(2)

For information regarding the Company’s assumptions made in the valuation of time-based restricted share awards, performance-based equity awards and LTIP unit awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014. The table below shows the dollar value of performance-based equity awards for each named executive officer assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per Common Share subject to performance-based vesting was assumed to be the closing price per Common Share on the NYSE on the date of grant. The values of the performance-based equity awards are dependent on the Company’s performance over a three-year or six-year period, as applicable, and there is no assurance that the maximum value of the awards will be earned.

(3)	Reflects 19,717 restricted Common Shares that vested or will vest ratably on January 1, 2015, January 1, 2016 and January 1, 2017 and the target amount of Common Shares that may vest pursuant to the February 2014 performance-based equity awards.

(4)	Amount of actual cash incentive bonus paid in March 2015 for 2014 performance.

(5)	Amount includes (i) $22,506 in health insurance premiums, (ii) $9,909 in dental, life and long-term disability insurance premiums, (iii) $10,400 in employer-matching contributions to the Company’s 401(k) plan and (iv) $7,345 in employer-matching charitable contributions.

(6)

Reflects a special retention grant of 109,240 LTIP Class B units under the 2009 Equity Incentive Plan in December 2013 which vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. Also reflects 21,112 restricted Common Shares that vested or will vest ratably on January 1, 2014, January 1, 2015 and January 1, 2016 and the target amount of Common Shares that may vest pursuant to the January 2013 and December 2013 performance-based equity awards.

(7)	Amount of actual cash incentive bonus paid in March 2014 for 2013 performance.

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(8)	Amount includes (i) $17,657 in health insurance premiums, (ii) $10,058 in dental, life and long-term disability insurance premiums, (iii) $10,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $6,000 in employer-matching charitable contributions.

(9)	Reflects 21,460 restricted Common Shares that vested ratably on January 1, 2013, January 1, 2014 and January 1, 2015 and the target amount of Common Shares that could have vested pursuant to the 2012 performance-based equity award.

(10)	Amount of actual cash incentive bonus paid in February 2013 for 2012 performance.

(11)	Amount includes (i) $18,260 in health insurance premiums, (ii) $13,319 in dental, life and long-term disability insurance premiums, (iii) $10,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $5,250 in employer-matching charitable contributions.

(12)	Reflects 8,216 restricted Common Shares that vested or will vest ratably on January 1, 2015, January 1, 2016 and January 1, 2017 and the target amount of Common Shares that may vest pursuant to the February 2014 performance-based equity awards.

(13)	Amount includes (i) $24,042 in health insurance premiums, (ii) $9,016 in dental, life and long-term disability insurance premiums, (iii) $10,400 in employer-matching contributions to the Company’s 401(k) plan and (iv) $1,776 in employer-matching charitable contributions.

(14)

Reflects a special retention grant of 58,821 LTIP Class B units under the 2009 Equity Incentive Plan in December 2013 which vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. Also reflects 8,754 restricted Common Shares that vested or will vest ratably on January 1, 2014, January 1, 2015 and January 1, 2016 and the target amount of Common Shares that may vest pursuant to the January 2013 and December 2013 performance-based equity awards.

(15)	Amount includes (i) $19,736 in health insurance premiums, (ii) $8,839 in dental, life and long-term disability insurance premiums, (iii) $10,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $1,000 in employer-matching charitable contributions.

(16)	Reflects 8,495 restricted Common Shares that vested ratably on January 1, 2013, January 1, 2014 and January 1, 2015 and the target amount of Common Shares that could have vested pursuant to the 2012 performance-based equity award.

(17)	Amount includes (i) $18,260 in health insurance premiums, (ii) $8,677 in dental, life and long-term disability insurance premiums, (iii) $10,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $250 in employer-matching charitable contributions.

(18)	Amount includes (i) $24,192 in health insurance premiums, (ii) $9,016 in dental, life and long-term disability insurance premiums, and (iii) $10,400 in employer-matching contributions to the Company’s 401(k) plan and (iv) $1,200 in employer-matching charitable contributions.

(19)	Amount includes (i) $19,736 in health insurance premiums, (ii) $8,839 in dental, life and long-term disability insurance premiums, and (iii) $10,200 in employer-matching contributions to the Company’s 401(k) plan.

(20)	Amount includes (i) $18,260 in health insurance premiums, (ii) $8,677 in dental, life and long-term disability insurance premiums, (iii) $10,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $250 in employer-matching charitable contributions.

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(1)	On March 13, 2015, the Board of Trustees approved, as recommended by the Compensation Committee, actual annual cash incentive bonuses for Messrs. Bortz, Martz and Fisher of $1,410,000, $686,200 and $686,200, respectively, for 2014 performance.

(2)

For each executive, the actual amount of Common Shares that will be issued upon the applicable vesting date pursuant to the performance-based award will depend on our performance against the long-term objectives defined in the agreements and requires that the recipient remain employed by the Company through the vesting date. For more information regarding the performance criteria for these awards, see “Executive Officer Compensation—Compensation Discussion and Analysis—Components and Criteria of Executive Compensation—Long-Term Equity Incentive Awards.”

(3)	The Compensation Committee did not establish a threshold level of performance. Rather, the Compensation Committee established a minimum payout level of zero.

(4)	The award is subject to time-based vesting ratably on January 1 of 2015, 2016 and 2017.

(5)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

(6)	The dollar value is computed assuming that the target number of shares vests.

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(1)

Pursuant to SEC rules, for purposes of this table the market value per unvested LTIP unit and restricted Common Share, as applicable, is assumed to be $45.63, the closing market price per Common Share at the end of the last completed fiscal year, December 31, 2014. The “founders” LTIP units reached parity with Common Shares in April 2011. The LTIP Class B units granted in December 2013 reached parity in July 2014. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

(2)	Amount includes LTIP Class A units that will vest on January 11, 2015.

(3)	Amount includes restricted Common Shares that have not vested from initial award that vested or will vest ratably on each January 1 for three years, beginning on January 1, 2013.

(4)	In February 2015, this grant of performance-based equity vested at its maximum level, which is the amount shown above.

(5)	This amount is the maximum that may vest based on performance for this performance-based equity award. No threshold level was established.

(6)	This amount includes the performance-based equity portion of a special retention award that may vest ratably (from 0% up to 200%) on January 1, 2016, 2017, 2018, 2019 and 2020. The amount is the maximum that may vest based on performance.

(7)	Amount includes restricted Common Shares that have not vested from initial award that vested or will vest ratably on each January 1 for three years, beginning on January 1, 2014.

(8)	Amount includes LTIP Class B units that have not vested from initial award that will vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020.

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(9)	Amount includes restricted Common Shares that have not vested from initial award that vested or will vest ratably on each January 1 for three years, beginning on January 1, 2015.

(1)	Amounts include vested LTIP Class A units and restricted Common Shares.

(2)

For purposes of this table, the market value per vested LTIP Class A unit is assumed to be the closing market price per Common Share on the vesting date. The “founders” LTIP Class A units reached parity with Common Shares in April 2011. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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•	a lump sum cash payment equal to the sum of his annual base salary, annual cash target incentive bonus and accrued vacation time earned but not paid to the date of termination;

•

a lump sum cash payment equal to the product of three (in the case of Mr. Bortz) or two (in the case of Messrs. Martz and Fisher) times the sum of (x) his then-current annual base salary plus (y) the greater of (i) the bonus most recently paid to him and (ii) the average of the annual cash incentive bonuses paid to him with respect to the three most recent fiscal years ending before the date of termination;

•	a lump sum cash payment equal to three (in the case of Mr. Bortz) or two (in the case of Messrs. Martz and Fisher) times the annual premium or cost (including amounts paid by him) for his health, dental, disability and life insurance benefits; and

•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under “—Vesting of Long-Term Equity Incentive Awards”).

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•	a lump sum cash payment equal to the sum of his annual base salary, annual cash target incentive bonus and accrued vacation time earned but not paid to the date of termination;

•	a lump sum cash payment equal to the sum of (x) his then-current annual base salary, plus (y) the greater of (i) the bonus most recently paid to him and (ii) the average of the annual cash incentive bonuses paid to him with respect to the three most recent fiscal years ending before the date of termination;

•	a lump sum cash payment equal to the product of one (in the case of Mr. Bortz) or two-thirds (in the case of Messrs. Martz and Fisher) times the annual premium or cost (including amounts paid by him) for his health, dental, disability and life insurance benefits; and

•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under “—Vesting of Long-Term Equity Incentive Awards”).

•	a lump sum cash payment equal to the sum of his annual base salary and accrued vacation time earned but not paid to the date of termination; and

•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under “—Vesting of Long-Term Equity Incentive Awards”).

•	“Cause” shall mean that the Board concludes, in good faith and after reasonable investigation, that:

•	the executive has been charged with conduct which is a felony under the laws of the United States or any state or political subdivision thereof;

•	the executive engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud;

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•	the executive breached the non-solicitation obligations or covenants of his change in control severance agreement in any material respect; or

•

the executive materially failed to follow a proper directive of the Board within the scope of the executive’s duties (which shall be capable of being performed by the executive with reasonable effort) after written notice from the Board specifying the performance required and the executive’s failure to perform within 30 days after such notice. No act, or failure to act, on the executive’s part shall be deemed “willful” unless done, or omitted to be done, by the executive not in good faith or if the result thereof would be unethical or illegal.

•	“Change in Control” shall mean a change in control of the Company if:

•

any “person” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof except that such term shall not include (A) the Company or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s common shares, or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power or common shares of the Company;

•

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new trustee (other than (A) a trustee designated by a person who has entered into an agreement with the Company to effect a transaction described in this definition of “Change in Control” or (B) a trustee whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of trustees of the Company) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the trustees then still in office who either were trustees at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

•

there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power and common shares of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

•

there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect, including a liquidation) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than 50% of the combined voting power and common shares of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the common shares of the Company immediately prior to such sale.

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•	“Good Reason” shall mean the occurrence, without the executive’s prior written consent, of any of the following in connection with or within one year after a Change in Control:

•	any material reduction of the executive’s base salary or target bonus as a percentage of base salary;

•

any material adverse change in the executive’s duties or responsibilities, including assignment of duties inconsistent with his position, significant adverse alteration of the nature or status of responsibilities or the conditions of employment or any material diminution in authority, duties, or responsibilities, including, without limitation, any such material adverse change that results from a transaction pursuant to which the Company ceases to be a publicly traded lodging or hospitality company that is qualified as a REIT for federal income tax purposes and is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act;

•	any material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; or

•	the relocation of the Company’s headquarters and/or the executive’s regular work address to a location which requires the Executive to travel more than fifty miles from the Executive’s residence.

•	upon a change in control of the Company, unvested awards vest;

•	upon termination of the executive’s employment with the Company because of his death or disability, the unvested awards vest;

•	upon resignation of the executive for good reason (which must be in connection with or within one year after a change in control), unvested awards vest;

•	upon termination of the executive’s employment with the Company without cause, the unvested awards vest; and

•	upon termination of the executive’s employment with the Company for cause, the unvested awards are forfeited.

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(1)	This column assumes that there was neither accrued but unpaid base compensation nor vacation time earned but unpaid as of December 31, 2014.

(2)

Amounts in this column reflect accelerated vesting of awards of LTIP units, restricted Common Shares and performance-based equity awards granted pursuant to our 2009 Equity Incentive Plan that were outstanding at December 31, 2014. Additional restricted Common Share awards and performance-based equity awards were made to Messrs. Bortz, Martz and Fisher after December 31, 2014. Pursuant to SEC rules, for purposes of this table the market value per unvested LTIP unit, restricted Common Share and Common Share due upon vesting of a performance-based equity award is assumed to be $45.63, the closing market price per Common Share at the end of the last completed fiscal year, December 31, 2014. For purposes of this table, performance-based share and unit grants are assumed to vest at the maximum level. The “founders” LTIP Class A units reached parity with Common Shares in April 2011. The LTIP Class B units granted in December 2013 reached parity in July 2014. For more information regarding the Company’s assumptions made in the valuation of the Company’s equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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(3)

Amounts in this column reflect payment to the named executive officer in an amount equal to the federal excise tax on qualifying termination compensation (the “Excise Tax Payment”) plus all federal and state income taxes payable with respect to the Excise Tax Payment. The amounts shown assume tax rates for the named executive officer of 39.6% federal, 5.75% state, 2.35% Medicare and 20% excise, and do not account for local taxes.

(4)	No payments are made and no vesting occurs if the Company terminates the executive for “cause” or the executive resigns without “good reason.” Similarly, because “good reason” requires a change in control to have occurred, no payments are made and no vesting occurs if the executive resigns with “good reason” without a change in control having first occurred.

(1)	The number of Common Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The number of Common Shares held by the shareholders who filed statements on Schedule 13G as described in other footnotes to this table is current as of the date of the filing of their Schedules 13G.

(2)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 11, 2015 by The Vanguard Group, Inc. (“Vanguard”). Vanguard has sole voting power over 198,318 shares, shared voted power over 13,900 shares, sole dispositive power over 9,765,084 shares and shared dispositive power over 108,518 shares. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 94,618 shares as a result of its serving as investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 117,600 shares as a result of its serving as investment manager of collective trust accounts. VIA directs the voting of these shares. Vanguard has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

(3)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on January 22, 2015 by BlackRock, Inc. (“BlackRock”). BlackRock has sole voting power over 5,978,588 shares and sole dispositive power over 6,195,861 shares. BlackRock has its principal business office at 55 East 52nd Street, New York, NY 10022.

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(4)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 6, 2015 by Vanguard Specialized Funds - Vanguard REIT Index Fund (“Vanguard REIT”). Vanguard REIT has sole voting power over 5,266,437 shares. Vanguard REIT has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

(5)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 13, 2015 by Principal Real Estate Investors, LLC (“Principal”). Principal has shared voting power over 3,792,125 shares and shared dispositive power over 3,792,125 shares. Principal has its principal business office at 801 Grand Avenue, Des Moines, IA 50392.

(1)	The number of Common Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

(2)	The number of Series A Preferred Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

(3)	This amount includes 33,411 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and does not include 109,240 LTIP units held by Mr. Bortz. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of these restricted Common Shares.

(4)	This amount includes 13,914 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and does not include 58,821 LTIP units held by Mr. Martz. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of these restricted Common Shares.

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(5)	This amount includes 13,914 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and does not include 68,290 LTIP units held by Mr. Fisher. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of these restricted Common Shares.

(6)	Mr. Schall disclaims beneficial ownership with respect to one-half of these shares.

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