Ashford Hospitality shareholders reject board and pay votes

Ashford Hospitality Trust, Inc. reported results from its Annual Meeting held on May 12, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. reported results from its Annual Meeting held on May 12, 2026. Of 6,476,491 common shares outstanding as of March 16, 2026, 3,795,002 shares, or about 59% of eligible shares, were represented.

None of the six director nominees received a majority of votes cast, so they were not elected under the company’s majority-vote standard. Each tendered a resignation under the Corporate Governance Guidelines, but the board, following a recommendation from its Nominating and Corporate Governance Committee, declined to accept the resignations, and all directors will continue to serve.

Stockholders did not approve the advisory vote on executive compensation and did not approve Amendment No. 6 to the 2021 Stock Incentive Plan. Stockholders did approve the ratification of BDO USA, P.C. as independent auditors for the fiscal year ending December 31, 2026.

Positive

None.

Negative

All six director nominees failed to gain majority support, indicating broad shareholder opposition, although the board chose to keep them in place under its Corporate Governance Guidelines.
The advisory vote on executive compensation was not approved, highlighting investor dissatisfaction with the company’s pay practices.
Amendment No. 6 to the 2021 Stock Incentive Plan was not approved, limiting planned changes to the company’s equity-based compensation framework.

Insights

Shareholders withheld support on directors and pay, but the board is staying in place.

All six director nominees at Ashford Hospitality Trust failed to receive majority support, and shareholders also voted against the advisory executive compensation proposal and a stock incentive plan amendment. These results signal notable shareholder dissatisfaction with leadership and compensation practices.

However, the board used the resignation policy in its Corporate Governance Guidelines to keep all directors, after the Nominating and Corporate Governance Committee recommended rejecting their offered resignations. Ratification of BDO USA, P.C. as auditor for 2026 shows no similar challenge on the audit front.

The combination of failed director elections, negative say-on-pay, and rejection of an equity plan amendment may increase scrutiny of future governance and compensation decisions. How the board responds in subsequent disclosures could influence investor perceptions of alignment between leadership and stockholders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 6,476,491 shares Shares represented: 3,795,002 shares Director votes – Monty J. Bennett: 529,791 for / 1,774,505 against +3 more

6 metrics

Shares outstanding 6,476,491 shares Common stock outstanding and entitled to vote as of March 16, 2026

Shares represented 3,795,002 shares Shares present in person or by proxy at the May 12, 2026 Annual Meeting

Director votes – Monty J. Bennett 529,791 for / 1,774,505 against Proposal One director election results, with 3,535 abstain and 1,487,171 broker non-votes

Say-on-pay vote 463,623 for / 1,807,515 against Advisory approval of executive compensation, with 36,693 abstain and 1,487,171 broker non-votes

Auditor ratification 2,648,938 for / 759,700 against Ratification of BDO USA, P.C. as independent auditors for 2026, with 386,364 abstentions

Stock plan amendment vote 587,906 for / 1,662,867 against Approval of Amendment No. 6 to the 2021 Stock Incentive Plan, with 57,058 abstain and 1,487,171 broker non-votes

Key Terms

Broker Non-Votes, Corporate Governance Guidelines, Annual Meeting, independent auditors, +1 more

5 terms

Broker Non-Votes financial

"Name | For | Against | Abstain | Broker Non-Votes Monty J. Bennett | 529,791 | 1,774,505 | 3,535 | 1,487,171"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Corporate Governance Guidelines regulatory

"In accordance with the director resignation policy set forth in Section IX of the Company’s Corporate Governance Guidelines"

A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.

Annual Meeting financial

"On May 12, 2026, Ashford Hospitality Trust, Inc. (the “Company”) held its Annual Meeting."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

independent auditors financial

"To ratify the appointment of BDO USA, P.C., a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026."

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Stock Incentive Plan financial

"Proposal Four – To approve Amendment No. 6 to the Company’s 2021 Stock Incentive Plan."

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ashford Hospitality Trust (AHT) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing six directors, an advisory resolution on executive compensation, ratifying BDO USA, P.C. as independent auditors for 2026, and approving Amendment No. 6 to the 2021 Stock Incentive Plan. Only the auditor ratification proposal received shareholder approval.

Were Ashford Hospitality Trust (AHT) directors elected at the 2026 Annual Meeting?

No director nominee received a majority of votes cast, so none were elected under the majority-vote standard. Each tendered a resignation under the Corporate Governance Guidelines, but the Nominating and Corporate Governance Committee recommended against acceptance and the board kept all six directors in place.

How did Ashford Hospitality Trust (AHT) shareholders vote on executive compensation in 2026?

Shareholders did not approve the advisory vote on executive compensation. The proposal received 463,623 votes for, 1,807,515 votes against and 36,693 abstentions, with 1,487,171 broker non-votes, signaling significant opposition to the company’s compensation practices.

Was Ashford Hospitality Trust’s (AHT) 2021 Stock Incentive Plan amendment approved?

Amendment No. 6 to the 2021 Stock Incentive Plan was not approved. It received 587,906 votes for, 1,662,867 votes against and 57,058 abstentions, with 1,487,171 broker non-votes, so the proposed changes to the plan did not gain shareholder support.

Which proposals passed at Ashford Hospitality Trust’s (AHT) 2026 Annual Meeting?

Only the auditor ratification proposal passed. Shareholders approved BDO USA, P.C. as independent auditors for the fiscal year ending December 31, 2026, with 2,648,938 votes for, 759,700 votes against and 386,364 abstentions recorded in the results.

What level of shareholder participation did Ashford Hospitality Trust (AHT) report for the 2026 meeting?

The company reported that 3,795,002 shares were represented in person or by proxy at the Annual Meeting. This represented approximately 59% of the 6,476,491 shares of common stock outstanding and entitled to vote as of the March 16, 2026 record date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:16 PM

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): May 12, 2026

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31775

86-1062192

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway, Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

AHT

New York Stock Exchange

Preferred Stock, Series D

AHT-PD

New York Stock Exchange

Preferred Stock, Series F

AHT-PF

New York Stock Exchange

Preferred Stock, Series G

AHT-PG

New York Stock Exchange

Preferred Stock, Series H

AHT-PH

New York Stock Exchange

Preferred Stock, Series I

AHT-PI

New York Stock Exchange

Preferred Stock Repurchase Rights

New York Stock Exchange

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) On May 12, 2026, Ashford Hospitality Trust, Inc. (the “Company”) held its Annual Meeting. As of March 16, 2026, the record date for the Annual Meeting, there were 6,476,491 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 3,795,002 shares, or approximately 59% of the eligible voting shares, were represented either in person or by proxy.

(b) At the Annual Meeting, the stockholders voted on the following items:

1. Proposal One – To elect six nominees to the board of directors of the Company (the “Board”) to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified:


Name	For	Against	Abstain	Broker Non-Votes
Monty J. Bennett	529,791	1,774,505	3,535	1,487,171
Amish Gupta	552,043	1,734,308	21,480	1,487,171
David W. Johnson	548,169	1,734,359	25,303	1,487,171
Frederick J. Kleisner	399,372	1,881,937	26,522	1,487,171
Sheri L. Pantermuehl	546,161	1,741,399	20,271	1,487,171
Stephen Zsigray	583,393	1,704,089	20,349	1,487,171

Each director nominee (the “Director Nominees”) named above was not elected at the Annual Meeting as they did not receive a majority of votes cast in favor of their election. In accordance with the director resignation policy set forth in Section IX of the Company’s Corporate Governance Guidelines (the “Guidelines”), each of the Director Nominees tendered their resignation as a director for consideration by the Nominating and Corporate Governance Committee of the Board and for the ultimate decision of the Board. The Nominating and Corporate Governance Committee recommended, after due consideration, that the Board should not accept any of the Director Nominees’ tendered resignations and the Board did not accept such resignations. As a result, each of the Director Nominees will continue serving on the Board.

In determining whether to accept or reject the Director Nominees’ tendered resignations, the Board evaluated the resignations in light of the best interests of the Company and its stockholders, and considered all factors that may be relevant, including those set forth in the Guidelines.

2. Proposal Two – To obtain advisory approval of the Company’s executive compensation. This proposal was not approved by the votes indicated below:


For	Against	Abstain	Broker Non-Votes
463,623	1,807,515	36,693	1,487,171

3. Proposal Three – To ratify the appointment of BDO USA, P.C., a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026. This proposal was approved by the votes indicated below:


For	Against	Abstain
2,648,938	759,700	386,364

4. Proposal Four – To approve Amendment No. 6 to the Company’s 2021 Stock Incentive Plan. This proposal was not approved by the votes indicated below:


For	Against	Abstain	Broker Non-Votes
587,906	1,662,867	57,058	1,487,171

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.


	ASHFORD HOSPITALITY TRUST, INC.

Dated: May 15, 2026	By:	/s/ Jim Plohg
		Jim Plohg
		Executive Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

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Ashford Hospitality shareholders reject board and pay votes