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 25, 2025

 

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

 

On April 25, 2025, RLJ Lodging Trust (the “Company”) held its 2025 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, 2025 was ratified, and (iii) the compensation program for the Company’s named executive officers was approved in an advisory vote. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 24, 2025. 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			122,820,302				4,533,855				24,731				5,657,904
Leslie D. Hale			123,619,404				3,734,227				25,257				5,657,904
Evan Bayh			120,494,357				6,859,493				25,038				5,657,904
Arthur R. Collins			124,010,961				3,306,145				61,782				5,657,904
Nathaniel A. Davis			121,292,759				6,024,742				61,387				5,657,904
Patricia L. Gibson			124,028,976				3,288,271				61,641				5,657,904
Robert M. La Forgia			121,677,129				5,676,727				25,032				5,657,904
Robert J. McCarthy			124,038,742				3,314,186				25,960				5,657,904
Robin Zeigler			124,025,330				3,292,046				61,512				5,657,904

 

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, 2025. The table below sets forth the voting results for this proposal:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	126,366,722				6,635,592				34,478				0

 

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
	116,630,550				10,584,018				164,320				5,657,904

 

 

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: May 1, 2025	By:	/s/ Leslie D. Hale
		Leslie D. Hale
		President and Chief Executive Officer