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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): August 14, 2025
Commission
File Number 1-07062
INNSUITES
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
| Ohio |
|
34-6647590 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
Number) |
InnSuites
Hospitality Centre
1730
E. Northern Avenue, Suite 122
Phoenix,
AZ 85020
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (602) 944-1500
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)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Shares
of beneficial interest without par value |
|
IHT |
|
NYSE-American |
Emerging
growth company ☐
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the 2025 Annual Meeting of Shareholders of InnSuites Hospitality Trust held on August 14, 2025, 7,172,442 shares were present in person
or by proxy, which represented a quorum. Set forth below are the final voting results for the proposals submitted to a vote of the shareholders.
Election
of Trustees:
| Nominee | |
Votes For | | |
Votes Against | | |
Abstentions | |
| James F. Wirth | |
| 6,797,769 | | |
| 8,556 | | |
| 366,117 | |
| Leslie (Les) T. Kutasi | |
| 6,446,530 | | |
| 353,235 | | |
| 372,677 | |
Ratification
of the BCRG Group as the InnSuites Hospitality Trust Independent Registered Public Accountants:
| Nominee | |
Votes For | | |
Votes Against | | |
Abstentions | |
| Ratification of the BCRG Group | |
| 7,124,341 | | |
| 359 | | |
| 47,742 | |
Approval
for Executive Officers Compensation:
| Nominee | |
Votes For | | |
Votes Against | | |
Abstentions | |
| Approval of Executive Officers Compensation | |
| 6,796,412 | | |
| 2,948 | | |
| 373,082 | |
Approval
of Frequency for Executive Officers Compensation (“Say-on-Pay” Frequency):
| Nominee | |
Votes For 3
Years | | |
Votes For 2
Years | | |
Votes For 1
Year | | |
Abstentions | |
| Approval of Frequency for Executive Officers Compensation (“Say-on-Pay Frequency”) | |
| 6,369,568 | | |
| 41,182 | | |
| 392,149 | | |
| 4,052 | |
On
August 14, 2025, the Shareholders of the Trust approved the ratification of the BCRG Group as the Independent Registered Public Accountants
for InnSuites Hospitality Trust. Also on August 14, 2025, the Shareholders of the Trust approved the compensation for our named Executive
Officers. Additionally, on August 14, 2025, the Shareholders of the Trust selected the Frequency of every three years for our named Executive
Officers, (“Say-on-Pay Frequency”). The Trustee Nominee for the 2026 Annual Shareholder Meeting will be Steven S. Robson.
Item
8.01 Other Events.
The
Board of Trustees for InnSuites Hospitality Trust announced a semi-annual Dividend Declaration of $0.01 per share, which was paid on
August 7, 2025, to shareholders of record as of July 25, 2025. This announcement continues an uninterrupted 55-year history of annual
dividends. InnSuites hotel operations remain strong, while seeking multiple diversification projects with a potential high-risk, high-reward
opportunity.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibit.
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
InnSuites
Hospitality Trust |
| |
|
|
| |
By: |
/s/
James F. Wirth |
| |
|
James
F. Wirth |
| |
|
Chairman
and Chief Executive Officer |
| |
|
|
| Date:
August 14, 2025 |
|
|
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
