Procaccianti Hotel REIT Sets Dec. 19 Vote on Directors, Advisory Pact

TL;DR

**PRXA investors, vote FOR the Board and the advisory agreement; your participation is critical to avoid delays and extra costs, especially with no major blockholders.**

AI Summary

PROCACCIANTI HOTEL REIT, INC. (PRXA) is holding its 2025 Annual Meeting of Stockholders on December 19, 2025, at its Cranston, RI offices. Stockholders will vote on the re-election of five directors and the second amendment and restatement of the advisory agreement with Procaccianti Hotel Advisors, LLC. As of the October 14, 2025 record date, there are 3,859,667 Class K common shares, 1,427,448 Class K-I common shares, and 581,410 Class A common shares outstanding, totaling 5,868,525 voting shares. The Board unanimously recommends voting 'FOR ALL' director nominees and 'FOR' the advisory agreement amendment. The company has engaged Alliance Advisors for proxy solicitation, with anticipated costs of approximately $15,500, excluding out-of-pocket expenses. A quorum requires 50% of outstanding shares, and director elections require a majority of shares present, with abstentions and broker non-votes counting against nominees. The advisory agreement approval requires a majority of shares cast, where unvoted shares do not impact the result.

Why It Matters

This DEF 14A filing is crucial for PRXA investors as it outlines key governance decisions, including the re-election of the entire five-member Board and a significant amendment to the advisory agreement with Procaccianti Hotel Advisors, LLC. The advisory agreement dictates how the REIT is managed and compensated, directly impacting operational efficiency and shareholder returns. For employees and customers, stable leadership and a well-structured advisory relationship can ensure consistent business operations and service quality. In the competitive hotel REIT market, transparent governance and effective management, as reflected in these proposals, are vital for maintaining investor confidence and market position.

Risk Assessment

Risk Level: medium — The risk level is medium because while the proposals are standard for an annual meeting (director elections, advisory agreement), the filing explicitly states, 'Unlike most other public companies, no large brokerage houses or affiliated groups of stockholders own substantial blocks of our shares.' This means individual stockholder votes are disproportionately important, and a lack of participation could lead to quorum issues or unexpected outcomes, potentially delaying critical governance decisions and incurring 'significant additional expense associated with soliciting stockholder votes.'

Analyst Insight

Investors should actively participate by voting their shares 'FOR ALL' director nominees and 'FOR' the advisory agreement as recommended by the Board, either online, by phone, or by mail, to ensure a quorum and avoid potential delays and additional solicitation expenses for the company. Given the dispersed ownership, every vote is critical.

Key Numbers

• 2025-12-19 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 2025-10-14 — Record Date (Date for determining stockholders entitled to vote)
• 3,859,667 — Class K Common Stock Shares (Issued and outstanding as of the record date)
• 1,427,448 — Class K-I Common Stock Shares (Issued and outstanding as of the record date)
• 581,410 — Class A Common Stock Shares (Issued and outstanding as of the record date)
• 50% — Quorum Requirement (Percentage of outstanding shares required for a valid meeting)
• $15,500 — Estimated Proxy Solicitation Costs (Anticipated cost for Alliance Advisors' services, excluding out-of-pocket expenses)
• 5 — Number of Directors (Number of directors nominated for re-election)

Key Players & Entities

• PROCACCIANTI HOTEL REIT, INC. (company) — Registrant and issuer of common stock
• James A. Procaccianti (person) — Chief Executive Officer, President, Chairman of the Board, and nominee for director
• Procaccianti Hotel Advisors, LLC (company) — Advisor to the REIT, subject of advisory agreement amendment
• Gregory Vickowski (person) — Chief Financial Officer, Treasurer, and nominee for director
• Ron Hadar (person) — Secretary and nominee for director
• Alliance Advisors, LLC (company) — Proxy agent for distribution and solicitation of votes
• Elizabeth Procaccianti (person) — Chief Operating Officer of Procaccianti Hotel Advisors, LLC and sibling of James A. Procaccianti
• Lawrence Aubin (person) — Nominee for director
• Thomas R. Engel (person) — Nominee for director
• Ronald S. Ohsberg (person) — Nominee for director

FAQ

Industry Context

Procaccianti Hotel REIT, Inc. operates within the hotel real estate investment trust (REIT) sector. This industry is sensitive to economic cycles, travel trends, and consumer spending. Key trends include the ongoing recovery of business and leisure travel post-pandemic, the impact of inflation on operating costs, and the potential for consolidation within the sector. REITs in this space focus on acquiring, owning, and managing hotel properties, often relying on third-party management or advisory services.

Regulatory Implications

As a publicly traded company and a REIT, Procaccianti Hotel REIT, Inc. is subject to SEC regulations, including proxy solicitation rules and disclosure requirements. The company must ensure compliance with corporate governance standards and accurately report financial information. The approval of amendments to advisory agreements also falls under regulatory scrutiny to ensure fair dealings between the REIT and its affiliates.

What Investors Should Do

1. Vote on Director Nominees
2. Vote on Advisory Agreement Amendment
3. Ensure Proxy is Submitted

Key Dates

• 2025-12-19: 2025 Annual Meeting of Stockholders — This is the date for the annual meeting where stockholders will vote on director re-elections and the advisory agreement amendment. It's a key event for corporate governance and shareholder participation.
• 2025-10-14: Record Date — Establishes the list of shareholders eligible to vote at the annual meeting. Any shareholder owning stock on this date is entitled to participate in the voting process.
• 2025-10-28: Mailing of Proxy Statement — The date by which the proxy statement and annual report were made available to stockholders, initiating the proxy voting period.

Glossary

Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting, including details about director nominees, proposals, and voting procedures. (This document is the primary source of information for stockholders to understand the issues and make informed voting decisions for the annual meeting.)

Proxy Card

A document that authorizes a designated person (the 'proxy') to vote a shareholder's shares at a meeting in accordance with the shareholder's instructions. (Used by shareholders to cast their votes remotely via mail, telephone, or internet, ensuring their participation even if they cannot attend the meeting in person.)

Quorum

The minimum number of shares that must be represented at a meeting (in person or by proxy) for business to be legally transacted. (A quorum of 50% of outstanding shares is required for the annual meeting to be validly held and for any votes to be binding.)

Broker Non-Vote

Occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because they lack discretionary voting power and have not received voting instructions from the owner. (These votes are counted for quorum purposes but do not count for or against director elections, and they do not impact the outcome of the advisory agreement vote.)

Class K Common Stock

A specific class of common stock issued by Procaccianti Hotel REIT, Inc. (Represents a significant portion of the voting power, with 3,859,667 shares outstanding as of the record date.)

Class K-I Common Stock

Another specific class of common stock issued by Procaccianti Hotel REIT, Inc. (Represents a substantial portion of the voting power, with 1,427,448 shares outstanding as of the record date.)

Class A Common Stock

A further class of common stock issued by Procaccianti Hotel REIT, Inc. (Represents a smaller portion of the voting power, with 581,410 shares outstanding as of the record date.)

Advisory Agreement

A contract outlining the terms under which an advisor provides services to the company. (Stockholders are being asked to vote on the second amendment and restatement of the advisory agreement with Procaccianti Hotel Advisors, LLC.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting of Stockholders and does not contain comparative financial data from a previous annual report. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks against a prior filing is not possible based solely on this document. The focus is on the upcoming shareholder votes and the current governance structure.

Key Financial Figures

• $15,500 — proxy solicitation to be approximately $15,500, excluding out of pocket expenses. Q:

Filing Documents

• tm2528709-3_def14a.htm (DEF 14A) — 576KB
• lg_procacciahotel-bw.jpg (GRAPHIC) — 12KB
• px_25procaccianproxy1pg1-4c.jpg (GRAPHIC) — 411KB
• px_25procaccianproxy1pg2-4c.jpg (GRAPHIC) — 185KB
• sg_jamesaprocaccianti-bw.jpg (GRAPHIC) — 10KB
• sg_ronhadar-bw.jpg (GRAPHIC) — 7KB
• 0001104659-25-102963.txt ( ) — 2516KB
• proc-20241231.xsd (EX-101.SCH) — 9KB
• proc-20241231_lab.xml (EX-101.LAB) — 33KB
• tm2528709-3_def14a_htm.xml (XML) — 1KB

From the Filing

tm2528709-3_nonfiling - none - 5.8478683s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under 240.14a-12 PROCACCIANTI HOTEL REIT, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. PROCACCIANTI HOTEL REIT, INC. 1140 Reservoir Avenue Cranston, RI 02920-6320 October 28, 2025 Dear Stockholder: You are cordially invited to attend our 2024 Annual Meeting of Stockholders to be held on December 19, 2025, at 10:00 A.M. local time at our offices located at 1140 Reservoir Avenue, Cranston, RI, 02920-6320. The matters expected to be acted upon at the meeting are described in the following Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement. Directors and officers will be available at the meeting to speak with you. There will be an opportunity during the meeting for your questions regarding the affairs of Procaccianti Hotel REIT, Inc. and for a discussion of the business to be considered at the meeting. It is important that you use this opportunity to take part in the affairs of Procaccianti Hotel REIT, Inc. by voting on the business to come before this meeting. I urge you to authorize a proxy to vote your shares via the Internet, or by calling the toll-free telephone number, or by signing, dating and promptly returning your proxy card enclosed with the proxy materials. For special instructions on how to vote your shares, please refer to the instructions on the proxy card. Voting by proxy does not deprive you of your right to attend the meeting and to vote your shares in person. We look forward to seeing you at the meeting. Sincerely, James A. Procaccianti Chief Executive Officer, President and Chairman of the Board of Directors PROCACCIANTI HOTEL REIT, INC. 1140 Reservoir Avenue Cranston, RI 02920-6320 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2025 To Procaccianti Hotel REIT, Inc. Stockholders: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Procaccianti Hotel REIT, Inc., a Maryland corporation (the "Company," "we," or "us"), will be held on December 19, 2025, at 10:00 A.M. local time at our offices located at 1140 Reservoir Avenue, Cranston, RI, 02920-6320. The purposes of the meeting are to: 1. consider and vote upon the re-election of five directors to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualify; 2. consider and vote upon the second amendment and restatement of the advisory agreement with Procaccianti Hotel Advisors, LLC, our Advisor; and 3. transact such other business as may properly come before the 2025 Annual Meeting of Stockholders or any adjournment or postponement thereof. The proposals and other related matters are discussed in the following pages, which are made part of this notice. Only stockholders of record at the close of business on October 14, 2025 are entitled to receive this notice and to vote at the 2025 Annual Meeting of Stockholders. We reserve the right, in our sole discretion, to adjourn or postpone the 2025 Annual Meeting of Stockholders to provide more time to solicit proxies for the meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 19, 2025. THE ACCOMPANYING PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT https://web.viewproxy.com/PRXK. If you have any questions about the proxy statement or would like additional copies of the proxy statement, please contact our proxy agent, Alliance Advisors, at 1-855-206-1341 or write to Alliance Advisors, 150 Clove Road, Little Falls, NJ 07424. You may obtain directions to attend the 2025 Annual Meeting of Stockholders of the Company by calling (401) 946-4600, ext. 140. All stockholders are cordially invited to attend the annual meeting in person. Whether or not you expect to attend, WE URGE YOU TO READ THE PROXY STATEMENT AND EITHER COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED OR TO SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD. YOUR PROMPT RESPONSE WILL HELP AVOID POTENTIAL DELAYS AND MAY SAVE

View Full Filing

View this DEF 14A filing on SEC EDGAR