Sotherly Hotels Sets Annual Meeting, Board Shrinks to Six

TL;DR

**SOHON's board is shrinking and key votes are coming; pay attention to executive comp and director elections, or risk getting diluted by inaction.**

AI Summary

Sotherly Hotels Inc. (SOHON) is holding its 2025 Annual Meeting of Stockholders on November 17, 2025, to elect six directors, ratify Cherry Bekaert LLP as its independent auditor for fiscal year 2025, and conduct advisory votes on executive compensation ('Say-on-Pay') and its frequency ('Say-on-Frequency'). The board unanimously recommends voting 'FOR ALL' the director nominees, 'FOR' the auditor ratification, 'FOR' the Say-on-Pay, and 'ONE (1) YEAR' for Say-on-Frequency. As of September 18, 2025, Sotherly had 20,490,501 shares of common stock outstanding. Rollins Capital Partners, LP is the largest beneficial owner with 1,907,000 shares (9.3%), followed by Andrew M. Sims with 1,708,177 shares (8.3%), and Amos Benjamin Lubin with 1,088,718 shares (5.3%). The total beneficial ownership for all executive officers and directors as a group is 3,049,814 shares, representing 14.9% of the common stock. Director Herschel J. Walker is not seeking re-election, reducing the board from seven to six members.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Sotherly Hotels, directly impacting investor confidence and strategic direction. The election of six directors, including CEO David R. Folsom and Chairman Andrew M. Sims, will shape the company's leadership and future performance in a competitive hospitality market. The advisory votes on executive compensation and its frequency provide a direct channel for stockholders to influence management incentives, potentially affecting employee morale and customer experience through leadership stability. The departure of Director Herschel J. Walker and the reduction of the board to six members could signal a shift in governance structure or focus, which investors should scrutinize for its long-term implications on oversight and strategic agility.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant concentration of ownership, with Rollins Capital Partners, LP holding 9.3%, Andrew M. Sims holding 8.3%, and Amos Benjamin Lubin holding 5.3% of common stock. This concentration could allow a few large shareholders to exert substantial influence over company decisions, potentially at odds with smaller shareholders. Additionally, the reduction of the board from seven to six members, with Director Herschel J. Walker not standing for re-election, could impact board diversity and oversight capacity.

Analyst Insight

Investors should actively participate in the upcoming Annual Meeting on November 17, 2025, by voting on the election of directors and the advisory Say-on-Pay and Say-on-Frequency proposals. Scrutinize the backgrounds of the six nominated directors, especially given the board's reduced size, to ensure strong governance. Consider the implications of the concentrated ownership by Rollins Capital Partners, LP, Andrew M. Sims, and Amos Benjamin Lubin on future strategic decisions.

Key Numbers

• 20,490,501 — Shares of common stock outstanding (As of September 18, 2025, determining voting power.)
• 9.3% — Rollins Capital Partners, LP ownership (Largest beneficial owner of common stock.)
• 8.3% — Andrew M. Sims ownership (Second largest beneficial owner of common stock.)
• 5.3% — Amos Benjamin Lubin ownership (Third largest beneficial owner of common stock.)
• 14.9% — All executive officers and directors as a group ownership (Combined beneficial ownership of common stock.)
• 6 — Number of directors to be elected (Reduced from 7, as Herschel J. Walker is not seeking re-election.)
• November 17, 2025 — Date of Annual Meeting (Key date for stockholder decisions.)
• September 18, 2025 — Record Date (Date for determining stockholders entitled to vote.)
• 33.3% — Quorum requirement (Percentage of outstanding shares needed for a valid meeting.)
• 2025 — Fiscal year for auditor ratification (Cherry Bekaert LLP appointed for this fiscal year.)

Key Players & Entities

• Sotherly Hotels Inc. (company) — Registrant
• David R. Folsom (person) — President and Chief Executive Officer
• Andrew M. Sims (person) — Chairman of the Board of Directors
• Cherry Bekaert LLP (company) — Independent Registered Public Accounting Firm
• Rollins Capital Partners, LP (company) — Beneficial Owner (9.3%)
• Amos Benjamin Lubin (person) — Beneficial Owner (5.3%)
• Anthony E. Domalski (person) — Corporate Secretary
• Herschel J. Walker (person) — Director not standing for re-election
• Securities and Exchange Commission (regulator) — Regulatory body
• New York Stock Exchange (regulator) — Exchange for listing

FAQ

Industry Context

Sotherly Hotels Inc. operates within the hospitality industry, which is sensitive to economic conditions, travel trends, and consumer spending. The industry is competitive, with companies vying for market share through property acquisition, development, and operational efficiency. Trends such as evolving guest preferences for amenities, technology integration, and sustainability practices are increasingly important.

Regulatory Implications

As a publicly traded company, Sotherly Hotels Inc. is subject to SEC regulations, including timely and accurate filing of disclosures like this proxy statement. Compliance with corporate governance rules and stock exchange listing requirements is critical. Any changes in accounting standards or corporate governance laws could impact reporting and operational requirements.

What Investors Should Do

1. Review the proxy statement carefully to understand the proposals, director nominees, and executive compensation details.
2. Vote your shares by proxy (phone, internet, or mail) or in person at the Annual Meeting to ensure your vote is counted.
3. Consider the board's unanimous recommendations for director elections, auditor ratification, Say-on-Pay, and Say-on-Frequency.
4. Note that broker non-votes will not count towards the outcome of director elections or executive compensation votes, emphasizing the need for direct voting instructions.

Key Dates

• 2025-11-17: 2025 Annual Meeting of Stockholders — Key date for electing directors, ratifying auditor, and advisory votes on executive compensation and its frequency.
• 2025-09-18: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-01: Mailing of Proxy Statement and Annual Report — Informs stockholders about the meeting agenda and provides materials for voting decisions.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including director nominees, executive compensation, and other corporate governance matters. (This document is the primary source of information for stockholders to make informed voting decisions.)

Proxy Statement

A document that provides information to shareholders about the matters to be voted on at a shareholder meeting and how management recommends they vote. (Essential for understanding the proposals and making informed voting decisions for the Annual Meeting.)

Say-on-Pay

An advisory, non-binding shareholder vote on the compensation of the company's named executive officers. (Allows shareholders to express their opinion on the company's executive compensation practices.)

Say-on-Frequency

An advisory, non-binding shareholder vote on how often the company should hold an advisory Say-on-Pay vote (e.g., every year, every two years, or every three years). (Gives shareholders a voice in determining the frequency of executive compensation reviews.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (For Sotherly Hotels Inc., 33.3% of outstanding shares are required for a quorum, ensuring sufficient stockholder participation.)

Broker Non-Vote

A situation where a broker holding shares in 'street name' does not vote those shares because the beneficial owner has not provided voting instructions and the matter is not discretionary. (Affects the vote count for non-routine matters like director elections and executive compensation, though these shares count towards quorum.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, and specific comparative financial data from a prior year's DEF 14A is not directly presented within this document. However, the reduction in the number of directors to be elected from seven to six, due to Herschel J. Walker not seeking re-election, indicates a structural change in board composition compared to the previous year's meeting.

Key Financial Figures

• $0.01 — 1 shares of the Company's common stock, $0.01 par value, outstanding. Each stockholde
• $300 million — ebt offerings, and an aggregate of over $300 million in private loan closings. In addition,

Filing Documents

• soho-20251001.htm (DEF 14A) — 798KB
• img19192587_0.jpg (GRAPHIC) — 15KB
• img19192587_1.jpg (GRAPHIC) — 707KB
• img19192587_2.jpg (GRAPHIC) — 476KB
• 0001193125-25-226633.txt ( ) — 4162KB
• soho-20251001.xsd (EX-101.SCH) — 12KB
• soho-20251001_htm.xml (XML) — 157KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Sotherly Hotels Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the 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. SOTHERLY HOTELS INC. October 1, 2025 Dear Stockholder: On behalf of the board of directors and management of Sotherly Hotels Inc. (the "Company" or "Sotherly"), I cordially invite you to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held at the Company's office located at 306 S Henry Street, Williamsburg, Virginia 23185, on Monday, November 17, 2025 at 9:00 a.m., local time. The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. You will be asked to: (i) elect six (6) Company directors; (ii) ratify the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) hold an advisory and non-binding vote to approve executive compensation ("Say-on-Pay"); and (iv) hold an advisory vote on the frequency of holding future advisory votes on executive compensation ("Say-on-Frequency"). The board of directors has approved each of these proposals and its unanimous recommendations related to each are contained in the accompanying materials. Your vote is important. Regardless of the number of shares you own and regardless of whether you plan to attend the Annual Meeting, I encourage you to read the enclosed proxy statement carefully and sign and return your enclosed proxy card, or follow the instructions to vote by internet or telephone, as promptly as possible because a failure to do so could cause a delay in the Annual Meeting and additional expense to the Company. A postage-paid return envelope is provided for your convenience. This will not prevent you from voting in person, but it will assure that your vote will be counted if you are unable to attend the Annual Meeting. If you do decide to attend the Annual Meeting and feel for whatever reason that you want to change your vote at that time, you will be able to do so. If you are planning to attend the Annual Meeting, please let us know by marking the appropriate box on the proxy card. Sincerely yours, David R. Folsom President and Chief Executive Officer 306 S Henry Street, Suite 100, Williamsburg, Virginia 23185 SOTHERLY HOTELS INC. 306 S HENRY STREET, SUITE 100 WILLIAMSBURG, VIRGINIA 23185 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 17, 2025 NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Sotherly Hotels Inc. (the "Company" or "Sotherly"), will be held at the Company's office located at 306 S Henry Street, Williamsburg, Virginia 23185, on Monday, November 17, 2025 at 9:00 a.m., local time, for the following purposes: 1. To elect six (6) directors to the board of directors of the Company; 2. To ratify the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; 3. To hold an advisory and non-binding vote to approve executive compensation ("Say-on-Pay"); 4. To hold an advisory and non-binding vote on the frequency of holding future advisory votes on executive compensation ("Say-on-Frequency"); and 5. To transact such other business as may properly come before the Annual Meeting and any adjournments thereof. The board of directors is not aware of any other business to come before the Annual Meeting. Stockholders of record at the close of business on September 18, 2025 are the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. To obtain directions to attend the Annual Meeting and vote in person, please call Investor Relations at (757) 229-5648. A copy of the Company's 2024 Annual Report to Stockholders is enclosed. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE ANNUAL MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD CAN VOTE BY WRITTEN PROXY CARD, BY TELEPHONE AT 1-800-690-6903, OR OVER THE INTERNET AT WWW.PROXYVOTE.COM. HOWEVE

View Full Filing

View this DEF 14A filing on SEC EDGAR