Document


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):
 
July 7, 2016

PEBBLEBROOK HOTEL TRUST
__________________________________________
(Exact name of registrant as specified in its charter)
Maryland
001-34571
27-1055421
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
7315 Wisconsin Avenue, 1100 West, Bethesda, Maryland
 
20814
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
(240) 507-1300

Not Applicable
_____________________________________________
Former name or former address, if changed since last report
 
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:
[  ]  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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On July 7, 2016, Pebblebrook Hotel Trust (the “Company”) reconvened its 2016 Annual Meeting of Shareholders, which was initially convened and adjourned on June 14, 2016. The matters on which the shareholders voted on July 7, 2016, in person or by proxy, were:
(i)
to elect the trustees of the Company to serve until its 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified;
(ii)
to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2016;
(iii)
to approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers.
(iv)
to approve an amendment to the 2009 Equity Incentive Plan; and
(v)
a non-binding shareholder proposal from UNITE HERE (the “Union”) regarding shareholder amendment of the Company's bylaws.
All of the trustee nominees were elected, the ratification to select the independent registered public accountants was approved, the compensation of the Company’s named executive officers was approved, the amendment to the 2009 Equity Incentive Plan was approved and the non-binding shareholder proposal from the Union was not approved. The results of the voting were as set forth below.
Proposal 1 - election of trustees:
Trustee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Jon E. Bortz
 
65,537,341
 
1,291,822
 
2,275,092
Cydney C. Donnell
 
66,018,369
 
810,794
 
2,275,092
Ron E. Jackson
 
66,752,959
 
76,204
 
2,275,092
Phillip M. Miller
 
66,325,337
 
503,826
 
2,275,092
Michael J. Schall
 
66,754,614
 
74,549
 
2,275,092
Earl E. Webb
 
66,325,137
 
504,026
 
2,275,092
Laura H. Wright
 
66,246,349
 
582,814
 
2,275,092

Proposal 2 - ratification of the appointment of independent registered public accountants:
Votes For
 
Votes Against
 
Abstentions
67,790,665
 
1,311,819
 
1,771

Proposal 3 - approval of compensation of named executive officers:
Votes For
 
Votes Against
 
Abstentions
64,077,545
 
2,688,362
 
63,256

Proposal 4 - approval of an amendment to the 2009 Equity Incentive Plan:
Votes For
 
Votes Against
 
Abstentions
64,475,575
 
2,291,472
 
62,116






Proposal 5 - a non-binding shareholder proposal from the Union regarding shareholder amendment of the Company's bylaws:
Votes For
 
Votes Against
 
Abstentions
20,076,245
 
46,728,401
 
24,517





SIGNATURES
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 hereunto duly authorized.
 
 
 
 
 
 
 
PEBBLEBROOK HOTEL TRUST
  
 
 
 
 
July 11, 2016
 
By:
 
/s/ Raymond D. Martz
 
 
 
 
Name: Raymond D. Martz
 
 
 
 
Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary