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): August 5, 2020

Hospitality Investors Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 August 5, 2020, Hospitality Investors Trust, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on: (i) the election of Edward A. Glickman, Stephen P. Joyce, Jonathan P. Mehlman, Stanley R. Perla and Abby M. Wenzel to the Company’s Board of Directors for one-year terms until the 2021 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified; (ii) the adoption of a non-binding advisory resolution approving the compensation for the Company’s named executive officers; (iii) the frequency of future advisory votes on named executive officer compensation on a non-binding and advisory basis; and (iv) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The Company’s stockholders elected all five nominees for director; adopted a non-binding advisory resolution approving the compensation for the named executive officers; approved, on a non-binding and advisory basis, an annual advisory vote on named executive officer compensation; and ratified the appointment of KPMG. Two additional directors who are not elected at the Annual Meeting, Bruce G. Wiles and Lowell G. Baron, were elected by Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC pursuant to its rights as the holder of the sole outstanding share of a series of the Company’s preferred stock designated as the Redeemable Preferred Share, par value $0.01 per share. The full results of the matters voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors

Proposal 2 - Adopt a non-binding advisory resolution approving the compensation for the Company’s named executive officers.

Proposal 3 - To vote, on a non-binding and advisory basis, on the frequency of future advisory votes on named executive officer compensation.  

The Company’s Board of Directors has determined that it will conduct the non-binding advisory vote on the compensation for its named executive officers every year until the next required advisory vote on the frequency of the non-binding advisory vote on named executive officer compensation.

Proposal 4 – Ratification of the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020:

 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.