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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):
January 19, 2026
PROCACCIANTI HOTEL REIT, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Maryland |
|
000-56272 |
|
81-3661609 |
|
(State or other jurisdiction
of
incorporation
or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 1140 Reservoir Avenue |
| Cranston, Rhode
Island 02920-6320 |
| (Address of principal executive offices) |
(401) 946-4600
(Registrant’s telephone number, including
area code)
N/A
(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)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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 1.01 Entry into a Material Definitive Agreement.
On January 19, 2026, following approval by
the stockholders of Procaccianti Hotel REIT, Inc. (the “Company”), the Company, Procaccianti Hotel REIT, L.P., the Company’s
wholly owned subsidiary and operating partnership (the “Operating Partnership”), and Procaccianti Hotel Advisors, LLC, the
Company’s advisor (the “Advisor”), entered into the Second Amended and Restated Advisory Agreement (the “Second
Amended and Restated Advisory Agreement”) in order to, among other things, (i) remove the deadline pursuant to which the asset
management fee payable to the Advisor would cease to accrue, and (ii) remove the deadlines pursuant to which interest on the deferred
acquisition and deferred disposition fees payable to the Advisor would cease to accrue.
The Second Amended and Restated Advisory Agreement
removes the deadline by which the asset management fee payable to the Advisor would cease to accrue, which was August 13, 2026, the
fifth anniversary of the date the Company’s public offering was terminated. Additionally, the Second Amended and Restated Advisory
Agreement removes the deadlines pursuant to which interest on the deferred acquisition and deferred disposition fees payable to the Advisor
would cease to accrue, which was August 13, 2026.
The foregoing summary of the Second Amended and
Restated Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement
attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 19, 2026, the Company held its
2025 Annual Meeting of Stockholders (the “Annual Meeting”). Because 2,970,009.37 shares of the Company’s common stock,
or approximately 50.61% of the 5,868,525 total outstanding shares of the Company’s common stock entitled to vote at the Annual Meeting,
were present online or by proxy, a quorum was present at the Annual Meeting, as required by the Company’s Amended and Restated Bylaws.
The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes,
with respect to each matter voted upon by the stockholders.
Proposal No. 1 - Election of Directors
The following five individuals were elected to
the Company’s Board of Directors to serve as directors until the next annual meeting of stockholders and until their successors
have been duly elected and qualified.
| Name of Director | |
For | |
Withheld/Abstain | |
Broker Non-Votes |
| James A. Procaccianti | |
2,874,859.65 | |
95,149.72 | |
- |
| Gregory Vickowski | |
2,830,807.09 | |
139,202.28 | |
- |
| Lawrence Aubin | |
2,813,067.53 | |
156,941.83 | |
- |
| Thomas R. Engel | |
2,725,615.33 | |
244,394.04 | |
- |
| Ronald S. Ohsberg | |
2,827,251.51 | |
142,757.86 | |
- |
Proposal No. 2 – Second Amendment and Restatement
of the Advisory Agreement
The Second Amended and Restated Advisory Agreement
with the Operating Partnership and the Advisor was approved.
Votes
For | |
Votes
Against | |
Votes
Abstained |
| 2,404,923.12 | |
315,236.07 | |
249,850.18 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Second Amended and Restated Advisory Agreement by and among Procaccianti Hotel REIT, Inc., Procaccianti Hotel REIT, L.P. and Procaccianti Hotel Advisors, LLC, dated as of January 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
PROCACCIANTI HOTEL REIT, INC. |
| |
|
|
| Dated: January 20, 2026 |
By: |
/s/ Gregory Vickowski |
| |
|
Gregory Vickowski |
| |
|
Chief Financial Officer |
