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EX-10.1 - EX-10.1 - Braemar Hotels & Resorts Inc.a15-13841_1ex10d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  June 8, 2015

 

ASHFORD HOSPITALITY PRIME, INC.

(Exact Name of Registrant as Specified in Charter)

 

MARYLAND

 

001-35972

 

46-2488594

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

14185 Dallas Parkway, Suite 1100
Dallas, Texas

 

75254

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (972) 490-9600

 

 

(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:

 

¨            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 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)                                  Entry into Material Contract with Named Executive Officer and Compensatory Arrangements of Certain Officers

 

Equity Awards. On June 8, 2015, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Ashford Hospitality Prime, Inc. (the “Company”) approved the following grants of performance stock units (“PSUs”) pursuant to the Amended and Restated Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan:

 

Named Executive Officer

 

Target PSUs

 

Monty J. Bennett, Chairman and Chief Executive Officer

 

139,962

 

Douglas A. Kessler, President

 

54,768

 

David A. Brooks, Chief Operating Officer, General Counsel and Secretary

 

48,683

 

 

The PSUs are evidenced by award agreements entered into by the Company and each named executive officer, the form of which is attached hereto as Exhibit 10.1. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company or LTIP units (as defined in the Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Prime Limited Partnership), at the executive’s election, if and when the applicable vesting criteria have been achieved following the end of the performance period, which began on January 1, 2015 and ends on December 31, 2017. The target number of PSUs may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return, as determined by the Compensation Committee. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the PSUs, as adjusted, will generally vest on December 31, 2017. PSU recipients will not have any rights as a stockholder with respect to any shares of common stock subject to the grant until such shares of common stock (or LTIP units) are issued upon vesting but will be entitled to receive dividends or other distributions with respect to the shares of common stock represented by the PSU grant.

 

The form award agreement relating to the PSUs is filed with this Form 8-K as Exhibit 10.1 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by the terms of the form award agreement.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d) Exhibits

 

The following material is being furnished as an exhibit to this Current Report on Form 8-K.

 

Exhibit

 

Description

 

 

 

10.1

 

Form of Performance Stock Unit Award Agreement

 

2



 

SIGNATURE

 

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.

 

Date: June 9, 2015

 

 

 

 

ASHFORD HOSPITALITY PRIME, INC.

 

 

 

By:

/s/ David A. Brooks

 

Name:

David A. Brooks

 

Title:

Chief Operating Officer and General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Form of Performance Stock Unit Award Agreement

 

4