DEFA14A 1 d577954ddefa14a.htm DEFA14A DEFA14A





Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. 1)



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Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2018




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Maryland   001-34572   27-0372343
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4300 Wilson Boulevard, Suite 625

Arlington, VA 22203

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

On June 7, 2018, George F. McKenzie informed the Board of Trustees of Chesapeake Lodging Trust (the “Trust”) of his intention to resign from the Trust’s Board of Trustees (the “Board”) at the end of his current term expiring on, and not to stand for re-election at, the Trust’s 2018 Annual Meeting. Mr. McKenzie has served as a member of the Board since the Trust’s IPO in 2010, and the Board appreciates his dedication to the Trust and its shareholders.

The Board does not intend to designate a substitute candidate for election to the Board at the 2018 Annual Meeting, to be held on June 14, 2018. Other than Mr. McKenzie, the nominees named in the Trust’s Definitive Proxy Statement filed April 30, 2018 (the “Proxy”) will stand for election at the 2018 Annual Meeting. Notwithstanding Mr. McKenzie’s resignation and withdrawal as a nominee, the form of proxy card included in the original distribution of the Proxy remains valid; any votes that are submitted with instructions to vote for all the Board’s nominees will be voted only for the remaining nominees as named in the Proxy. If all other nominees are elected by the requisite vote, the Board will remain at seven members following the Trust’s 2018 Annual Meeting.


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.



/s/ Graham J. Wootten


Graham J. Wootten


Senior Vice President and Chief Accounting Officer

Dated: June 8, 2018