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

APPLE HOSPITALITY REIT, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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. ☐

Apple Hospitality REIT, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Items 5.07 and 8.01 of Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2023, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, shareholders considered:

The Company's shareholders voted as follows on these matters:

The nine duly elected directors, constituting all of the Board’s directors, will serve a one-year term expiring at the 2024 Annual Meeting of Shareholders.

Based on the voting results shown above and other factors, the Board determined that the Company will continue to hold annual advisory votes on executive compensation. The Company will hold annual advisory votes until the Board decides to hold the next shareholder advisory vote on the frequency of advisory votes, which must occur at least once every six years.

Item 8.01 Other Events.

On May 18, 2023, the Board approved an extension until July 2024 of the Company’s existing share repurchase program. The extended share repurchase program permits the repurchase of up to $338.7 million of the Company’s common shares. Repurchases may be made in the open market, through 10b5-1 programs or in privately negotiated transactions. The timing of share repurchases and the number of common shares to be repurchased will depend upon prevailing market conditions and other factors. There can be no assurances that the Company will make additional purchases under the share repurchase program.

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.