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): April 26, 2020

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-31775	86-1062192
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. 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

N/A
(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))

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AHT	New York Stock Exchange
Preferred Stock, Series D	AHT-PD	New York Stock Exchange
Preferred Stock, Series F	AHT-PF	New York Stock Exchange
Preferred Stock, Series G	AHT-PG	New York Stock Exchange
Preferred Stock, Series H	AHT-PH	New York Stock Exchange
Preferred Stock, Series I	AHT-PI	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2020, Douglas A. Kessler, President and Chief Executive Officer of Ashford Hospitality Trust, Inc. (the “Company”), gave notice of his intention to voluntarily resign from his employment and all other positions he holds with the Company’s advisor, Ashford Inc., and its subsidiaries, affiliated entities, and entities that it advises (including the Company) in order to pursue other professional opportunities. Mr. Kessler’s resignation will be effective May 14, 2020.

On April 30, 2020, the Board of Directors of the Company appointed the Company’s current Chief Strategy Officer, J. Robison Hays, III, to fill the role of President and Chief Executive Officer at the Company, effective May 14, 2020. In connection with this appointment, Mr. Hays will no longer serve as Chief Strategy Officer.

Mr. Hays, age 42, has served as the Company’s Chief Strategy Officer since May 2015 and prior to that served as its Senior Vice President—Corporate Finance and Strategy since 2010. He has been with the Company since 2005. Prior to joining the Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic initiatives. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas. He received his undergraduate degree in Politics from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy.

Additional biographical information for Mr. Hays is included in the Company’s definitive proxy statement on Schedule 14A for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 1, 2020, and is incorporated herein by reference, subject to the changes in Mr. Hays’ role as described in this Current Report.

There is no arrangement or understanding between Mr. Hays and any other persons in connection with Mr. Hays’ appointment as President and Chief Executive Officer, and Mr. Hays has no family relationship with any director or executive officer of the Company. Mr. Hays has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

It is the intention of the Company’s advisor, Ashford Inc., to enter into an amendment to the employment agreement with Mr. Hays to reflect his new position and responsibilities.

Item 7.01 Regulation FD Disclosure.

The press release issued by the Company on April 30, 2020, announcing the matters described above, is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in Item 7.01, including exhibit 99.1, in this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated April 30, 2020.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ Robert G. Haiman
	Robert G. Haiman
	Executive Vice President, General Counsel & Secretary

Date: April 30, 2020

3

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:	Deric Eubanks	Jordan Jennings	Joseph Calabrese
	Chief Financial Officer	Investor Relations	Financial Relations Board
	(972) 490-9600	(972) 778-9487	(212) 827-3772

Ashford Trust ANNOUNCES TRANSITION

WITHIN SENIOR EXECUTIVE TEAM

DALLAS, April 30, 2020 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) announced today a transition within its senior executive team. Douglas A. Kessler is voluntarily resigning as President and Chief Executive Officer to pursue other professional opportunities. The Board of Directors has appointed J. Robison Hays, III as the Company’s new President and Chief Executive Officer. Mr. Kessler’s resignation and Mr. Hays’ appointment will be effective Thursday, May 14, 2020, the date of the Company’s Annual Meeting of Stockholders. Mr. Hays has been serving as the Company’s Chief Strategy Officer, a position he has held since May 2015. Mr. Kessler will remain with the Company until May 14, 2020 to assist with the transition and be available to the Company for a year on a consulting basis.

“I would like to thank Douglas for his invaluable leadership and contributions to Ashford Trust during his considerable tenure. He has been an extraordinary colleague and instrumental in the growth of Ashford Trust since its IPO in 2003. We wish him well in his future endeavors,” commented Monty J. Bennett, Ashford Trust’s Chairman of the Board. “We believe Rob is the ideal candidate to execute the vision for the Company going forward. Having joined Ashford Trust in 2005 and serving most recently as our Chief Strategy Officer, Rob has been actively involved in all aspects of the Company. Given Rob’s breadth of experience and demonstrated leadership capabilities, we believe the transition will be seamless.”

Mr. Kessler is also resigning as Senior Managing Director of Ashford Inc. (NYSE American: AINC). Mr. Hays will resign as Co-President & Chief Strategy Officer of Ashford Inc. and assume the role of Senior Managing Director. Mr. Hays will also resign as Chief Strategy Officer of Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar”) and will no longer be an officer of Braemar. Mr. Hays will also no longer serve as Chief Strategy Officer at Ashford Trust.

-MORE-

Mr. Hays, age 42, has served as the Company’s Chief Strategy Officer since May 2015 and prior to that served as its Senior Vice President—Corporate Finance and Strategy since 2010. He has been with the Company since 2005. Prior to joining the Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic initiatives. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas. He received his undergraduate degree in Politics from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy.

* * * * *

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: the impact of the novel strain of coronavirus (COVID-19) on our business; our ability to meet the NYSE continued listing standards; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; general volatility of the capital markets and the market price of our common stock and preferred stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.

XML

Cover	Apr. 26, 2020
Schedule of Capitalization, Equity [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 26, 2020
Entity File Number	001-31775
Entity Registrant Name	ASHFORD HOSPITALITY TRUST, INC.
Entity Central Index Key	0001232582
Entity Tax Identification Number	86-1062192
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AHT
Security Exchange Name	NYSE
Preferred Stock, Series D
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
Trading Symbol	AHT-PD
Security Exchange Name	NYSE
Preferred Stock, Series F
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Preferred Stock, Series F
Trading Symbol	AHT-PF
Security Exchange Name	NYSE
Preferred Stock, Series G
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Preferred Stock, Series G
Trading Symbol	AHT-PG
Security Exchange Name	NYSE
Preferred Stock, Series H
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Preferred Stock, Series H
Trading Symbol	AHT-PH
Security Exchange Name	NYSE
Preferred Stock, Series I
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Preferred Stock, Series I
Trading Symbol	AHT-PI
Security Exchange Name	NYSE