Item 1.01 Conclusion of a Material Definitive Agreement.
As part of the Reverse Stock Split, the
The summary of the amendment to the partnership agreement contained in this section 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the partnership agreement, which is filed as an exhibit. 10.1 hereof and incorporated by reference herein.
Item 3.03 Material Changes in Rights of Securityholders.
The disclosure set forth in Sections 5.02, 5.03 and 8.01 below is incorporated herein by reference.
Item 5.02 Departure of Directors or Key Officers; Election of directors; Appointment of key executives; Compensatory provisions of certain officers.
(e) The Board of Directors of the Company has approved an amendment (the “Plan Amendment”) to the 2021 Stock Incentive Plan of
(the “Plan”), in force
The description of the Plan Amendment contained in this Section 5.02 is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.2 hereof and is incorporated by reference herein.
Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.
The disclosure set forth in section 8.01 below is incorporated herein by reference.
The percentage of participation of each shareholder in the Company and the proportional voting right remain unchanged after the Reverse Stock Split, with the exception of minor changes resulting from the cash payment for fractional shares. The rights and privileges of shareholders are not affected by the Reverse Stock Split. The number of authorized common shares of the Company will not change as a result of the Reverse Stock Split.
The above summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Article 7.01 Regulation FD Disclosure.
The information in Item 7.01 of this Form 8-K and in Exhibit 99.1 attached hereto will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ‘), or otherwise subject to the responsibilities under this section, nor be incorporated by reference in a filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly stated by specific reference in such a deposit.
Item 8.01 Other Events.
As previously announced, the Company completed a one-for-ten Reverse Stock Split of the outstanding shares of its common stock, effective after the close of business on
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit No. 3.1 Articles of Amendment to the Articles of Amendment and Restatement of the Company 10.1 Amendment No. 9 to the Seventh Amended and Restated Agreement of Limited Partnership of
Ashford Hospitality Limited Partnership, dated July 16, 202110.2 Amendment No. 1 to the 2021 Incentive Stock Plan of Ashford Hospitality Trust, Inc., dated July 16, 202199.1 Press Release of the Company, dated July 16, 2021104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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