Ashford Hospitality Trust Inc. Files Definitive Proxy Statement

Ticker: AHT-PG · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 1232582

Ashford Hospitality Trust Inc DEF 14A Filing Summary
FieldDetail
CompanyAshford Hospitality Trust Inc (AHT-PG)
Form TypeDEF 14A
Filed DateMar 29, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1 billion, $0.01, $275 million, $40 billion, $189 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Ashford Hospitality Trust, Shareholder Meeting, Executive Compensation

TL;DR

<b>Ashford Hospitality Trust, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

ASHFORD HOSPITALITY TRUST INC (AHT-PG) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for Ashford Hospitality Trust, Inc. The report covers the fiscal year ending December 31, 2023. The filing was made on March 29, 2024. The company's principal executive offices are located in Dallas, TX. No filing fee was required for this filing.

Why It Matters

For investors and stakeholders tracking ASHFORD HOSPITALITY TRUST INC, this filing contains several important signals. This DEF 14A filing is a standard requirement for publicly traded companies to provide shareholders with information regarding annual meetings, director elections, and executive compensation. Shareholders can use this document to make informed decisions about voting on company matters and understanding executive pay structures.

Risk Assessment

Risk Level: low — ASHFORD HOSPITALITY TRUST INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic changes that would indicate a high risk.

Analyst Insight

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to understand management's strategy and governance.

Key Numbers

  • 20231231 — Conformed Period of Report (Fiscal Year End)
  • 20240329 — Filed as of Date (Filing Date)
  • 20240328 — Date as of Change (Date of Change)
  • 001-31775 — SEC File Number (SEC Filing Information)

Key Players & Entities

  • ASHFORD HOSPITALITY TRUST INC (company) — Registrant
  • 0001232582 (company) — Central Index Key
  • 6798 (company) — Standard Industrial Classification
  • MD (company) — State of Incorporation
  • 14185 DALLAS PARKWAY SUITE 1100 (company) — Business Address Street 1
  • DALLAS (company) — Business Address City
  • TX (company) — Business Address State
  • 75254 (company) — Business Address Zip

FAQ

When did ASHFORD HOSPITALITY TRUST INC file this DEF 14A?

ASHFORD HOSPITALITY TRUST INC filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ASHFORD HOSPITALITY TRUST INC (AHT-PG).

Where can I read the original DEF 14A filing from ASHFORD HOSPITALITY TRUST INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ASHFORD HOSPITALITY TRUST INC.

What are the key takeaways from ASHFORD HOSPITALITY TRUST INC's DEF 14A?

ASHFORD HOSPITALITY TRUST INC filed this DEF 14A on March 29, 2024. Key takeaways: The filing is a Definitive Proxy Statement (DEF 14A) for Ashford Hospitality Trust, Inc.. The report covers the fiscal year ending December 31, 2023.. The filing was made on March 29, 2024..

Is ASHFORD HOSPITALITY TRUST INC a risky investment based on this filing?

Based on this DEF 14A, ASHFORD HOSPITALITY TRUST INC presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or strategic changes that would indicate a high risk.

What should investors do after reading ASHFORD HOSPITALITY TRUST INC's DEF 14A?

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to understand management's strategy and governance. The overall sentiment from this filing is neutral.

How does ASHFORD HOSPITALITY TRUST INC compare to its industry peers?

Ashford Hospitality Trust, Inc. operates as a real estate investment trust (REIT) primarily focused on acquiring and investing in hotels. REITs are companies that own, operate, or finance income-generating real estate.

Are there regulatory concerns for ASHFORD HOSPITALITY TRUST INC?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders. This ensures transparency and shareholder participation in corporate governance.

Industry Context

Ashford Hospitality Trust, Inc. operates as a real estate investment trust (REIT) primarily focused on acquiring and investing in hotels. REITs are companies that own, operate, or finance income-generating real estate.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders. This ensures transparency and shareholder participation in corporate governance.

What Investors Should Do

  1. Review the proxy statement for details on director nominees and their qualifications.
  2. Examine the executive compensation section to understand pay structures and performance metrics.
  3. Identify any shareholder proposals and the company's recommendation for voting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement. It follows preliminary filings and provides final information to shareholders regarding the annual meeting.

Filing Stats: 4,596 words · 18 min read · ~15 pages · Grade level 13.1 · Accepted 2024-03-28 21:12:59

Key Financial Figures

  • $1 billion — udes deleveraging our portfolio by over $1 billion over the past few years, improving our
  • $0.01 — holders of our common stock, par value $0.01 per share. Ashford Inc. and Ashford LL
  • $275 million — quired or is under development for over $275 million in assets and secured a programmatic pa
  • $40 billion — advisory firm that has represented over $40 billion in asset value nationally, where he was
  • $189 billion — tered in Washington D.C. with more than $189 billion in assets under management, a position

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Compensation Discussion and Analysis 24 2023 and 2024 Incentive Compensation Grant Decisions 26 Summary Compensation Table 28 Outstanding Equity Awards at 2023 Fiscal Year-End 29 Potential Payments Upon Termination of Employment or Change of Control 29 Pay Versus Performance Disclosure 31 PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 33 PROPOSAL NUMBER THREE-RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS OUR INDEPENDENT AUDITORS 34 Audit Committee Report 34 Auditor Fees 35

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 36

Security Ownership of Management and Directors

Security Ownership of Management and Directors 36

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 37 Delinquent Section 16(a) Reports 37 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 38 Conflict of Interest Policies 38 2024 Proxy Statement i TABLE OF CONTENTS Our Relationship and Agreements with Ashford Inc. and its Subsidiaries 38 Our Relationship and Agreements with Braemar 47 OTHER PROPOSALS 49 GENERAL INFORMATION ABOUT VOTING 50 Solicitation of Proxies 50 Electronic Availability of Proxy Materials 50 Voting Securities 50 Voting 50 Counting of Votes 50 Right to Revoke Proxy 51 Multiple Stockholders Sharing the Same Address 51 Annual Report 51 Other Matters 51 ADDITIONAL INFORMATION 52 ANNEX A-INFORMATION REGARDING NON-GAAP FINANCIAL MEASURE A-1 202 3 Adjusted EBITDAre A-1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 14, 2024. The Company's Proxy Statement for the 2024 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2023, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.ahtreit.com by clicking the "Investor" tab, then the "SEC Filings" tab and then the "Annual Meeting Material" link. ii 2024 Proxy Statement SUMMARY This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider in determining how to vote your shares of our common stock at the 2024 annual meeting of stockholders of the Company. We urge you to read the entire proxy statement before you vote. This proxy statement was first mailed to stockholders on or about March 29, 2024. We are providing these proxy materials in connection with the solicitation by the Board of Directors of Ashford Hospitality Trust, Inc. of proxies to be voted at our 2024 annual meeting of stockholders. In this proxy s

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