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): December 14, 2018 | |||||
 Carey Watermark Investors 2 Incorporated | |||||
(Exact Name of Registrant as Specified in its Charter) | |||||
Maryland | |||||
(State or Other Jurisdiction of Incorporation) | |||||
000-55461 | 46-5765413 | ||||
(Commission File Number) | (IRS Employer Identification No.) | ||||
50 Rockefeller Plaza, New York, NY | 10020 | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (212) 492-1100 | |||||
(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)) |
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 o
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. o
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
On December 14, 2018, Katherine G. Lugar was elected to the Board of Directors (the “Board”) of Carey Watermark Investors 2 Incorporated (the “Company”). As of January 1, 2019, Ms. Lugar will serve as the Chief Executive Officer of the American Beverage Association. She currently serves as the President and Chief Executive Officer of the American Hotel & Lodging Association, the largest trade association representing the U.S. lodging industry, a position she has held since April 2013.
Ms. Lugar will be eligible to participate in the Company’s standard independent director compensation program on a prorated basis, including being eligible to receive an annual cash retainer and an annual grant of shares of Class A common stock, as described below. There are no other understandings or arrangements between Ms. Lugar or any other person and the Company or any of its subsidiaries pursuant to which Ms. Lugar was appointed to serve as a director. There are no transactions between Ms. Lugar or any of her immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K. Ms. Lugar was appointed to the Audit Committee of the Board.
In 2018, the Company's Board retained Frederic W. Cook & Co., a compensation consulting firm, to conduct a peer group analysis on director compensation programs, to provide information and observations regarding current pay practices, and to provide its recommendations for the director compensation program of the Company, based on its evaluation and analysis. Frederic W. Cook & Co. has also acted as the independent compensation consultant to the compensation committee of the board of directors of W. P. Carey Inc., the Company’s advisor, and the board of directors of Carey Watermark Investors Incorporated, an affiliate of the Company, during 2018. Based on the recommendations of Frederic W. Cook & Co., the Board determined that, effective as of January 1, 2019, the Company pay to each of its independent directors an aggregate annual cash retainer of $45,000 and an aggregate annual grant of $60,000 of Class A common stock (valued based upon the most recently published estimated net asset value per share).
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.
Carey Watermark Investors 2 Incorporated | |||
Date: | December 20, 2018 | By: | /s/ Susan C. Hyde |
Susan C. Hyde | |||
Chief Administrative Officer | |||