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 22, 2020

LODGING FUND REIT III, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

000-56082

83-0556111

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

1635 43rd Street South, Suite 205
Fargo, North Dakota

58103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (701) 630-6500

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:

☐  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))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

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 ☒

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. ☐


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 22, 2020, Lodging Fund REIT III, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders. At the meeting, the Company’s stockholders voted in person or by proxy on the following two proposals: (i) to elect three Class II directors, each to hold office for a three-year term expiring at the 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualifies; and (ii) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

The two proposals were approved by the Company’s stockholders by the requisite vote necessary for approval. The votes with respect to each of the proposals are set forth below.

Proposal 1. Election of three Class II directors.

Name

    

Votes For

    

Votes Withheld

    

Broker Non-Votes

Norman H. Leslie

2,182,020

32,207

0

Brian Hagen

2,163,819

50,408

0

Perry M. Rynders

2,163,819

50,408

0

Proposal 2. Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

    

Votes For

    

Votes Against

    

Abstentions

    

Broker Non-Votes

Ratification of Deloitte & Touche LLP

2,164,614

7,500

42,112

0

No other proposals were submitted to a vote of the Company’s stockholders at the annual meeting.


SIGNATURES

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

LODGING FUND REIT III, INC.

Dated: June 24, 2020

BY:

/s/ Corey R. Maple

Corey R. Maple

Chairman of the Board, Chief Executive Officer and Secretary