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RLJ Lodging Trust (NYSE: RLJ) shareholders back 2026 equity plan, board and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

RLJ Lodging Trust reported results from its 2026 annual shareholder meeting and the adoption of a new long‑term incentive plan. Shareholders approved the RLJ Lodging Trust 2026 Equity Incentive Plan, which replaces the 2021 plan and supports future stock-based compensation.

The 2026 plan became effective on April 24, 2026 and will run for up to ten years. It provides for up to 4,763,000 common shares plus shares that remain available or are forfeited under the prior 2021 plan. Shareholders also re-elected nine trustees, ratified PricewaterhouseCoopers LLP as auditor for 2026, and gave advisory approval to the company’s executive compensation program.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Equity plan share pool 4,763,000 shares Maximum new shares available under 2026 Equity Incentive Plan, plus certain 2021 plan shares
Equity plan approval votes 109,275,582 for / 3,835,789 against Shareholder vote on 2026 Equity Incentive Plan at 2026 Annual Meeting
Auditor ratification votes 112,401,134 for / 5,980,919 against Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 99,057,306 shares Advisory approval of named executive officer compensation program
Say-on-pay votes against 14,041,217 shares Advisory vote opposing named executive officer compensation
Broker non-votes on equity plan 5,252,896 shares Non-voting broker-held shares on 2026 Equity Incentive Plan proposal
Equity Incentive Plan financial
"shareholders of RLJ Lodging Trust approved the RLJ Lodging Trust 2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"Votes For ... Abstentions ... Broker Non-Votes"
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
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
non-binding resolution financial
"shareholders voted on a non-binding resolution to approve the compensation program"
performance share unit financial
"forms of restricted shares agreement and performance share unit agreement will also be filed"
A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.
Understanding 8-K Material Events →
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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): April 24, 2026

 

 

 

RLJ LODGING TRUST

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland  001-35169  27-4706509

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7373 Wisconsin Avenue, Suite 1500

Bethesda, Maryland

       20814
(Address of Principal Executive Offices)          (Zip Code)

 

(301) 280-7777

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instructions A.2. below):

 

¨ 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 Name of each exchange on which registered
Common Shares of beneficial interest, par value $0.01 per share RLJ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

RLJ Lodging Trust 2026 Equity Incentive Plan

 

As described below in Item 5.07 of this Current Report on Form 8-K, on April 24, 2026, at the Annual Meeting (as defined below), the shareholders of RLJ Lodging Trust (the “Company”) approved the RLJ Lodging Trust 2026 Equity Incentive Plan (the “2026 Plan”), which will replace the RLJ Lodging Trust 2021 Equity Incentive Plan (the “2021 Plan”). The Board of Trustees of the Company (the “Board”) adopted the 2026 Plan on March 13, 2026, subject to the receipt of shareholder approval at the Annual Meeting.

 

Term. The 2026 Plan was effective as of April 24, 2026, the date of the Annual Meeting (the “Effective Date”). The 2026 Plan terminates automatically on the day before the tenth anniversary of the Effective Date, unless it is earlier terminated by the committee of the Board designated by the Board to administer the 2026 Plan.

 

Eligibility. Awards may be granted under the 2026 Plan to any employee, officer, trustee, consultant, or adviser (who is a natural person) currently providing services to the Company or its affiliates.

 

Awards. The following types of awards may be made under the 2026 Plan, subject to limitations set forth in the 2026 Plan:

 

·options, which may be incentive share options or non-qualified share options;
·share appreciation rights;
·restricted shares;
·unrestricted shares;
·share units;
·dividend equivalent rights;
·performance awards;
·long-term incentive awards or “LTIP Units”;
·other equity-based awards; or
·cash.

 

Shares Available for Issuance. Subject to adjustment as provided in the 2026 Plan, the maximum number of common shares of the Company that are available for issuance under the 2026 Plan will be equal to the sum of (i) 4,763,000 shares, plus (ii) the number of shares available for future awards under the 2021 Plan as of the Effective Date, plus (iii) the number of shares related to awards outstanding under the 2021 Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares or that would again be available for issuance under the 2021 Plan.

 

A description of the material terms of the 2026 Plan is set forth in Proposal 4 contained in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2026. The above description of certain terms of the 2026 Plan is qualified in all respects by the full text of the 2026 Plan, which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026. Copies of the forms of restricted shares agreement and performance share unit agreement will also be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

 

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

 

On April 24, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (“PWC”), the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2026 was ratified, (iii) the compensation program for the Company’s named executive officers was approved in an advisory vote, and (iv) the 2026 Plan was approved. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the SEC on March 23, 2026. The final results for the votes regarding each proposal are set forth below.

 

 

 

 

Election of Trustees

 

The following persons were duly elected as trustees of the Company until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified: Robert L. Johnson, Leslie D. Hale, Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin Zeigler. The table below sets forth the voting results for each trustee nominee:

 

Nominee   Votes For     Votes Against     Abstentions     Broker
Non-Votes		  
Robert L. Johnson   107,517,178     5,633,406     11,926     5,252,896  
Leslie D. Hale   112,021,180     1,131,360     9,970     5,252,896  
Evan Bayh   106,344,279     6,808,070     10,161     5,252,896  
Arthur R. Collins   108,347,129     4,598,320     217,061     5,252,896  
Nathaniel A. Davis   106,615,806     6,534,551     12,153     5,252,896  
Patricia L. Gibson   108,366,208     4,578,779     217,523     5,252,896  
Robert M. La Forgia   107,226,242     5,925,774     10,494     5,252,896  
Robert J. McCarthy   108,384,247     4,767,767     10,496     5,252,896  
Robin Zeigler   108,329,821     4,616,153     216,536     5,252,896  

 

Ratification of PWC as the Company’s Independent Registered Public Accounting Firm

 

At the Annual Meeting, the Company’s shareholders ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
112,401,134       5,980,919       33,353       —  

 

Advisory Vote to Approve Named Executive Officer Compensation

 

At the Annual Meeting, the Company’s shareholders voted on a non-binding resolution to approve the compensation program for the Company’s named executive officers. The table below sets forth the voting results for this proposal:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
99,057,306       14,041,217       63,987       5,252,896  

 

Approval of the RLJ Lodging Trust 2026 Equity Incentive Plan

 

At the Annual Meeting, the Company’s shareholders approved the 2026 Plan, as described above in Item 5.02 of this Current Report on Form 8-K. The table below sets forth the voting results for this proposal:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
109,275,582       3,835,789       51,139       5,252,896  

 

 

 

 

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.

 

  RLJ LODGING TRUST
   
Date: April 30, 2026 By: /s/ Leslie D. Hale
    Leslie D. Hale
    President and Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did RLJ (RLJ Lodging Trust) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all key proposals, including re-election of nine trustees, ratification of PricewaterhouseCoopers LLP as 2026 auditor, advisory approval of executive compensation, and adoption of the RLJ Lodging Trust 2026 Equity Incentive Plan for future stock-based awards.

How large is the RLJ Lodging Trust 2026 Equity Incentive Plan share pool?

The 2026 Equity Incentive Plan authorizes up to 4,763,000 common shares, plus any shares still available or later forfeited under the 2021 plan. This combined pool will fund restricted shares, performance units, and other equity awards over the plan’s term.

Who was elected to the RLJ (RLJ Lodging Trust) Board of Trustees in 2026?

Shareholders re-elected nine trustees: Robert L. Johnson, Leslie D. Hale, Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy, and Robin Zeigler, each to serve until the next annual meeting and qualification of successors.

How did RLJ shareholders vote on the 2026 Equity Incentive Plan proposal?

The 2026 Equity Incentive Plan received strong support, with 109,275,582 votes for, 3,835,789 votes against, 51,139 abstentions, and 5,252,896 broker non-votes. This approval allows RLJ Lodging Trust to grant future equity awards under the new plan structure.

What were the results of RLJ’s advisory vote on executive compensation in 2026?

In the non-binding say-on-pay vote, 99,057,306 shares voted for the named executive officer compensation program, 14,041,217 voted against, 63,987 abstained, and there were 5,252,896 broker non-votes, indicating shareholder backing for the current compensation structure.

Did RLJ Lodging Trust shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as RLJ Lodging Trust’s independent registered public accounting firm for the year ending December 31, 2026, with 112,401,134 votes for, 5,980,919 against, and 33,353 abstentions, and no broker non-votes recorded.

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