DALLAS, Nov. 13, 2014 /PRNewswire/ -- Ashford Hospitality Trust (NYSE: AHT) ("Ashford Trust" or the "Company") today announced that it has filed definitive consent revocation materials with the Securities and Exchange Commission (the "SEC") in connection with the hotel union's call for a special shareholders meeting. The Company recommends that shareholders NOT consent to the hotel union's call for a meeting, and urges shareholders that have already submitted a written request card to the hotel union to revoke their consent or by sending a blue revocation card to the Company.
The Company reiterated that it strongly believes that calling a special shareholder meeting at this time is unwarranted and is not in the best interests of the Company or its shareholders and that the Company has taken significant corporate governance actions in response to its on-going dialogue with shareholders.
- Ashford Trust's Board and management team have driven tremendous value creation over its 11-year history as a public company, growing Ashford Trust into a leader in the hospitality industry, with more than $4 billion of assets, and one of the highest total shareholder returns of any hotel REIT.
- Ashford Trust is committed to maintaining corporate governance policies and practices that best serve the interests of the Company and our shareholders. To that end, the company proactively held over 200 meetings with investors that included discussions on particular governance matters for both Ashford Trust and Ashford Inc. Based on investor feedback, the Company enacted corporate governance enhancements for both Ashford Trust and Ashford Inc.
- Glass Lewis & Co. ("Glass Lewis"), a leading independent proxy voting and corporate governance advisory firm, recommends in its November 6, 2014 report that Ashford Trust shareholders do not consent to the hotel union's proposal, citing the Company's demonstrated track record of creating value for shareholders and the recent corporate governance enhancements recently adopted by the Company. Glass Lewis also notes that voting on the spin-off of Ashford Inc. is not required under securities laws, state laws or the Company's bylaws and would, in fact, be a rare occurrence for a U.S.-listed company.
- Glass Lewis also questioned the hotel union's true motivations, stating that if it was a more substantial, long-term shareholder of the Company, rather than a labor union representing employees in a long-standing dispute at one of the Company's hotels, Glass Lewis might be more apt to believe that their interests are aligned with other shareholders.
- Egan-Jones Proxy Services, another leading, independent proxy advisory firm, also recommended in its November 11, 2014 report that, "not supporting the Dissidents is merited and in the best interest of the Company and its shareholders." 1
- Ashford Trust's Board and management team continue to take actions to create shareholder value, including the spin-off of its asset management business, Ashford Inc. (NYSE: AINC), which was effected on November 12, 2014.
The Board has unanimously determined that the hotel union's solicitation is contrary to the best interests of the Company and its stockholders, and vigorously opposes their solicitation of written request cards. Accordingly, the Board recommends that shareholders do not sign any written request card sent by the hotel union and that shareholders return to the Company blue revocation cards it receives. Whether or not shareholders have previously executed UNITE HERE's written request card, they may elect against the calling of a special meeting if they sign, date and deliver the BLUE Revocation Card to the Company's proxy solicitor, MacKenzie Partners Inc. ("MacKenzie Partners"), at 105 Madison Avenue, New York, NY 10016. Shareholders can contact MacKenzie Partners, Inc. toll-free at 1-800-322-2885 or 212-929-5500 or e-mail [email protected] if they have any questions or need assistance.
Important Additional Information:
Ashford Trust, its directors and certain of its officers and employees are participants in solicitations of Ashford Trust stockholders. Information regarding the names of Ashford's directors and executive officers and their respective interests in Ashford Trust by security holdings or otherwise is set forth in Ashford Trust's preliminary revocation statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on November 6, 2014, the Company's proxy statement for its 2014 annual meeting of stockholders, filed with the SEC on April 14, 2014, as supplemented by the proxy information filed with the SEC on May 5, 2014. Additional information can be found in Ashford Trust's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 3, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 12, 2014 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 11, 2014. To the extent holdings of Ashford Trust's securities have changed since the amounts printed in the proxy statement for the 2014 annual meeting of stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is not a substitute for any proxy statement, solicitation statement, registration statement, prospectus or other document Ashford may file with the SEC. STOCKHOLDERS ARE ENCOURAGED TO READ ANY ASHFORD PROXY STATEMENT, SOLICITATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ASHFORD TRUST MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of any solicitation statement and any other documents filed by Ashford Trust with the SEC at the SEC's website at www.sec.gov. In addition, copies will also be available at no charge at the Investors section of Ashford's website at www.ahtreit.com.
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and are based on current expectations as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Ashford Trust's control. Ashford Trust expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. Additional information concerning these and other risks can be found in press releases issued by Ashford Trust, as well as Ashford's public filings with the SEC, including the discussion under the heading "Risk Factors" in Ashford's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Copies of Ashford's press releases and filings with the SEC, are available at www.ahtreit.com or you can contact the Ashford Investor Relations Department at 972-778-9487.
1 Permission to use quotations was neither sought nor obtained.
SOURCE Ashford Hospitality Trust, Inc.