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): May 4, 2012

 

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 Number)

 

3 Bethesda Metro Center

 

 

Suite 100

 

 

Bethesda, MD

 

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 Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

On May 4, 2012, the RLJ Lodging Trust (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (“PWC”), the Company’s indendent registered public accounting firm, was ratified, (iii) the compensation paid to the Company’s named executive officers was approved in an advisory vote, and (iv) an advisory vote was taken on the frequency of future advisory shareholder votes related to named executive officer compensation. 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 30, 2012. The final results for the votes regarding each proposal are set forth below.

 

Election of Trustees

 

The following persons comprising the entire previous board of trustees of the Company were duly elected as trustees of the Company until the 2013 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert L. Johnson, Thomas J. Baltimore, Jr., Evan Bayh, Nathaniel A. Davis, Robert M. La Forgia, Glenda G. McNeal and Joseph Ryan. The table below sets forth the voting results for each trustee nominee:

 

Nominee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

Robert L. Johnson

 

93,712,999

 

578,383

 

4,333

 

587,101

 

Thomas J. Baltimore, Jr.

 

92,857,587

 

1,433,796

 

4,332

 

587,101

 

Evan Bayh

 

94,285,459

 

7,750

 

2,506

 

587,101

 

Nathaniel A. Davis

 

94,287,286

 

5,923

 

2,506

 

587,101

 

Robert M. La Forgia

 

94,287,286

 

5,923

 

2,506

 

587,101

 

Glenda G. McNeal

 

94,287,286

 

5,923

 

2,506

 

587,101

 

Joseph Ryan

 

94,287,286

 

5,923

 

2,506

 

587,101

 

 

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, 2012. The table below sets forth the voting results for this proposal:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

94,866,329

 

12,734

 

3,753

 

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 of the Company’s named executive officers. The table below sets forth the voting results for this proposal:

 

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Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

91,287,240

 

90,216

 

2,918,259

 

587,101

 

 

Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation

 

At the Annual Meeting, the Company’s shareholders voted on the frequency of the advisory vote related to named executive officer compensation. The table below sets forth the voting results for this proposal:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

 

81,816,469

 

6,100

 

11,551,047

 

922,099

 

587,101

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

RLJ LODGING TRUST

 

 

 

 

Date: May 10, 2012

By:

/s/ Thomas J. Baltimore, Jr.

 

 

Thomas J. Baltimore, Jr.

 

 

President and Chief Executive Officer

 

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