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): May 26, 2011
CHESAPEAKE LODGING TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 001-34572 | 27-0372343 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1997 Annapolis Exchange Parkway, Suite 410 Annapolis, MD |
21401 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (410) 972-4140
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):
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Chesapeake Lodging Trust held its Annual Meeting of Shareholders on May 26, 2011. The voting results on the proposals considered at the Annual Meeting are provided below.
Proposal 1
The voting results on the proposal to re-elect seven nominees to the Board of Trustees were as follows:
| For | Withheld | Broker Non-Vote | ||||||||||
| James L. Francis |
25,778,992 | 112,882 | 1,363,218 | |||||||||
| Douglas W. Vicari |
25,323,185 | 568,689 | 1,363,218 | |||||||||
| Thomas A. Natelli |
24,858,674 | 1,033,200 | 1,363,218 | |||||||||
| Thomas D. Eckert |
24,858,674 | 1,033,200 | 1,363,218 | |||||||||
| John W. Hill |
24,507,374 | 1,384,500 | 1,363,218 | |||||||||
| George F. McKenzie |
25,444,692 | 447,182 | 1,363,218 | |||||||||
| Jeffrey D. Nuechterlein |
25,444,692 | 447,182 | 1,363,218 | |||||||||
Proposal 2
The voting results on the proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm were as follows:
| For |
Against | Abstain | Broker Non-Vote | |||
| 27,051,029 | 194,305 | 9,758 | - 0 - |
Proposal 3
The voting results on the non-binding advisory resolution on the compensation of the Company’s named executive officers reported in the Company’s 2011 proxy statement were as follows:
| For |
Against | Abstain | Broker Non-Vote | |||
| 17,691,198 | 8,173,432 | 27,244 | 1,363,218 |
Proposal 4
The voting results of the non-binding advisory proposal on the frequency of future advisory votes on the compensation of the Company’s named executive officers were as follows:
| Every Year |
Every 2 Years | Every 3 Years | Abstain | Broker Non-Vote | ||||
| 23,485,342 | 25,943 | 2,352,540 | 28,049 | 1,363,218 |
After considering these voting results, on May 26, 2011, the Board resolved to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year until the next shareholder vote on the frequency of such votes.
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.
| Date: May 31, 2011 | CHESAPEAKE LODGING TRUST | |||
| By: | /s/ Graham J. Wootten | |||
| Graham J. Wootten | ||||
| Senior Vice President and Chief Accounting Officer | ||||