Chatham Lodging Trust (NYSE: CLDT) wins strong shareholder support

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Chatham Lodging Trust reported the results of its Annual Meeting of Shareholders held on May 12, 2026. Shareholders elected all trustee nominees, each receiving about 99% support based on votes cast, with broker non-votes reported separately.

Shareholders also ratified the selection of the independent registered public accounting firm, with 43,200,054 votes for and 98.85% approval. In addition, the advisory vote on compensation of the named executive officers passed, receiving 40,237,015 votes for and 98.21% approval, indicating broad support for the company’s governance proposals.

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

Votes for David Grissen: 40,780,150 votes Auditor ratification support: 43,200,054 votes for Say-on-pay support: 40,237,015 votes for +2 more

5 metrics

Votes for David Grissen 40,780,150 votes Trustee election, 99.45% for vs against/withheld

Auditor ratification support 43,200,054 votes for Ratification of independent registered public accounting firm, 98.85% for vs against

Say-on-pay support 40,237,015 votes for Approval of compensation of named executive officers, 98.21% for vs against

Broker non-votes on trustees 2,701,705 shares Reported for each trustee election item

Votes against auditor ratification 501,149 votes Ratification of independent registered public accounting firm

Key Terms

Annual Meeting of Shareholders, Broker Non-Votes, independent registered public accounting firm, named executive officers, +1 more

5 terms

Annual Meeting of Shareholders financial

"On May 12, 2026, Chatham Lodging Trust held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-Votes financial

"Broker Non-Votes | | | 2,701,705 | | | 99.05%"

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.

independent registered public accounting firm financial

"Ratification of the selection of independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"Approval of compensation of named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Common Shares of Beneficial Interest financial

"Common Shares of Beneficial Interest, $0.01 par value"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

Understanding 8-K Material Events →

05/12/2026 - 04:35 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

CHATHAM LODGING TRUST

(Exact name of Registrant as specified in its charter)

Maryland	001-34693	27-1200777
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 Lakeview Avenue, Suite 200
West Palm Beach,	Florida	33401
(Address of principal executive offices)		(Zip Code)

(561) 802-4477

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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))

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

Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value	CLDT	New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Shares	CLDT-PA	New York Stock Exchange

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 ☐

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

On May 12, 2026, Chatham Lodging Trust (the “Company”) held its Annual Meeting of Shareholders. The matters on which the shareholders voted, in person or by proxy were:

(i)

for the election of trustees Edwin B. Brewer, Jr., Jeffrey H. Fisher, David Grissen, Mary Beth Higgins, Rolf E. Ruhfus, and Ethel Isaacs Williams to serve until our 2027 Annual Meeting of Shareholders and/or until their successors are duly elected and qualified;

(ii)

for the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and

(iii)

for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers

All of the nominees were elected by the requisite vote, the ratification to select the independent registered public accountants was approved, and the compensation of the Company’s named executive officers was approved. The results of the voting were as follows:

Trustee	Votes For	Votes Against/Withheld	Abstain	Broker Non-Votes	%For/Against
Edwin B. Brewer, Jr.	40,502,571	503,194	0	2,701,705	98.77%
Jeffrey H. Fisher	40,547,694	458,071	0	2,701,705	98.88%
David Grissen	40,780,150	225,615	0	2,701,705	99.45%
Mary Beth Higgins	40,757,764	248,001	0	2,701,705	99.40%
Rolf E. Ruhfus	40,748,500	257,265	0	2,701,705	99.37%
Ethel Isaacs Williams	40,614,281	391,484	0	2,701,705	99.05%

Ratification of the selection of independent registered public accounting firm:

Votes For			Votes Against			Abstentions			%For/Against
43,200,054			501,149			6,268			98.85%

Approval of compensation of named executive officers:

Votes For			Votes Against			Abstentions			Broker Non-Votes			%For/Against
40,237,015			732,587			36,163			2,701,705			98.21%

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.

	CHATHAM LODGING TRUST


May 12, 2026	By:	/s/ Jeremy Wegner
		Name: Jeremy Wegner
		Title: Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Chatham Lodging Trust (CLDT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing trustees, ratifying the independent registered public accounting firm, and approving compensation of named executive officers. All trustee nominees were elected, the auditor was ratified, and the advisory say-on-pay proposal received strong shareholder approval.

How strong was shareholder support for Chatham Lodging Trust (CLDT) trustee nominees?

Support was very high, with each trustee nominee receiving roughly 99% of votes cast. For example, David Grissen received 40,780,150 votes for and 225,615 votes against, reflecting broad shareholder backing of the board’s slate of trustees.

Did Chatham Lodging Trust (CLDT) shareholders approve the company’s executive compensation?

Yes. The advisory vote on compensation of named executive officers passed with 40,237,015 votes for, 732,587 against, and 36,163 abstentions. This represented 98.21% approval based on votes for versus against, indicating strong support for the pay program.

Was Chatham Lodging Trust’s independent auditor ratified by shareholders?

Yes. Shareholders ratified the selection of the independent registered public accounting firm with 43,200,054 votes for, 501,149 against, and 6,268 abstentions. The result translated to 98.85% approval based on votes for versus against the ratification proposal.

What are broker non-votes in the Chatham Lodging Trust (CLDT) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals, typically director elections or compensation. For trustee and compensation items, 2,701,705 broker non-votes were reported, which do not count as votes for or against those proposals.

Where is Chatham Lodging Trust (CLDT) headquartered and on which exchange is it listed?

Chatham Lodging Trust’s principal executive offices are at 222 Lakeview Avenue, Suite 200, West Palm Beach, Florida 33401. Its common shares of beneficial interest trade on the New York Stock Exchange under the symbol CLDT, with preferred shares also listed.

Filing Exhibits & Attachments

4 documents