8-K

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): February 26, 2016

ASHFORD INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-36400	46-5292553
(State or other jurisdiction of incorporation  or organization)	(Commission File Number)	(IRS employer identification number)
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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))

ITEM 7.01     REGULATION FD DISCLOSURE

On February 26, 2016, Ashford Inc. (the “Company”) held an earnings conference call for its fourth quarter ended December 31, 2015. A copy of the related questions and answers is attached hereto as Exhibit 99.1. On February 25, 2016, the Company filed a Form 8-K that included the actual earnings release text and supplemental tables. On February 26, 2016, the Company filed a Form 8-K that included the transcript related to this earnings conference call.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Additional Information and Where to Find It

In connection with the proposed transaction with Remington Holdings, LP described in the earnings call transcript, the Company will file a proxy statement with the Securities and Exchange Commission (the “SEC”). SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the proxy statement when available and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov, or by directing a request by mail to Ashford Inc., 14185 Dallas Parkway, Suite 1100, Dallas, TX, 75254 or from the Company’s website at www.ashfordinc.com.

The Company and certain of its directors and officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from its shareholders that will occur in connection with the transaction. Information concerning the interests of the persons who may be considered “participants” in the solicitation is set forth in the Company’s proxy statements and its Annual Report on Form 10-K previously filed with the SEC, and will be set forth in the proxy statement relating to the transaction when the proxy statement becomes available. Copies of these documents can be obtained, without charge, at the SEC’s website at www.sec.gov, by directing a request to the Company at the address above, or at www.ashfordinc.com.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit NumberDescription

99.1 Fourth Quarter 2015 Earnings Conference Call Q&A of the Company, dated February 26, 2016.

SIGNATURE

Pursuant to the requirements of Section 12 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.

Dated: March 1, 2016

ASHFORD INC.

By: /s/ DAVID A. BROOKS            

David A. Brooks

Chief Operating Officer and General Counsel

EX-99.1

EXHIBIT 99.1

ASHFORD INC.

FOURTH QUARTER CONFERENCE CALL

FEBRUARY 26, 2015, 11:00 am CT

Chairperson: Monty Bennett (Mgmt.)

Participant 1: Hey guys. Long time no talk. Just a - I want to talk a little bit about Remington and wanted to get a little bit of color that I didn't see in the proxy statement but maybe I missed it. Can you provide any insight into what the terms of the management agreements with the properties are? If it's a - if I recall I think it's kind of standard term across all the properties for both Ashford Trust and Ashford Prime. And if there's any I guess clauses enabling termination for performance or lack thereof or any other factors that could come into play. I just want to make sure - I just want to understand what the risks of losing some of those management fees could be.

Monty Bennett: Sure. Those management contracts are posted on our Web site and there is one kind of form that's essentially, you know, copied across them. They're on the Web sites of the Trust and Prime and those are the ones that'll be assumed and rolled from Ashford Inc. Generally they're contracts that have a - our cancellable only upon sale of the assets. Well let me rephrase that. If the platforms sell the assets, those management fees are cancellable without any penalties. However, if they want to be cancelled for convenience, then there is a pretty substantial penalty of which you can see in those agreements themselves. As far as performance, there is a performance clause that are in those but those performance clause are pretty easy for Remington to achieve. I hope that answers you. I know it's not as specific as you'd like.

Participant 1: No I think that's helpful. I think and I'll take a look at the contracts but I think the other thing that I was wondering was so, you know, I know that you're in the middle of a proxy contest at Prime and you've got an activist at Trust as well. I'm just wondering if those platforms remain but the boards change over or at least a portion of the boards change over and they elect to terminate contracts with Remington or sell assets I guess, you know, from Ashford Prime and Ashford Trust. I understand what that does to Ashford Inc. in terms of the termination fees that Ashford Inc. gets on those asset sales. But I'm wondering from a Remington standpoint, does Remington get those termination fees as well that you just described?

Monty Bennett: Remington gets the fees, but if the assets are just sold, then no. They're not - there's no termination fee that's payable...

Participant 1: Okay.

Monty Bennett: If the management contract is just cancelled then yes it receives quite substantial termination fees.

Participant 1: Okay that's helpful. And then, you know, with regards to Remington I don't know how much color you can give but, you know, obviously this was announced a few months ago. How close are you guys to being able to work throughout all the kinks associated with what I know is a very complex merger and I'm sure has a lot of legal documentation back and forth to getting this thing up for a vote and closing?

Monty Bennett: We hope to get it closed and done this first half of this year. We've, you know, submitted the proxy to the SEC and gone back and forth and we think we'll be able to have a shareholder vote in the not too distant future. But there's a couple requirements that we need such as a private letter ruling which we're well down the path of and a couple of other legal opinions which we all seem to be on track. So we're saying that it'll be done in the first half but we think it'll be done before then.

Participant 1: All right that's...

Monty Bennett: By the end of the first half.

Participant 1: Great. That's helpful. Thanks. That's it for me.

END

2