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): September 10, 2019

CHESAPEAKE LODGING TRUST

(Exact name of Registrant as specified in its charter)

Maryland	001-34572	27-0372343
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4300 Wilson Boulevard, Suite 625, Arlington, VA		22203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (571) 349-9450

Not Applicable

(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))

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

Title of Each Class	Trading Symbol	Name of Exchange On Which Registered
Common Shares of Beneficial Interest, $.01 par value	CHSP	New York Stock Exchange

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.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting of shareholders of Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”), was held on September 10, 2019 (the “Special Meeting”) to vote on the proposals set forth in in the definitive proxy statement / prospectus dated July 26, 2019 and first mailed to the Trust’s shareholders on July 29, 2019. A total of 53,204,503 of the Trust’s common shares of beneficial interest, $0.01 par value per share (“Common Shares”), out of a total of 60,765,796 outstanding Common Shares entitled to vote as of the record date of July 25, 2019 (the “Record Date”), were present in person or represented by proxy at the Special Meeting. A summary of the voting results for the proposals is set forth below. There were no broker non-votes with respect to any of the proposals.

Proposal 1

At the Special Meeting, the Trust’s shareholders voted on a proposal (the “Merger Proposal”) to approve the merger (the “Merger”) of the Trust with and into a subsidiary of Park Hotels & Resorts Inc. (“Park”) pursuant to the Agreement and Plan of Merger, dated as of May 5, 2019 (the “Merger Agreement”), by and among Park, PK Domestic Property LLC, an indirect subsidiary of Park (“Domestic”), PK Domestic Sub LLC, a wholly-owned subsidiary of Domestic, and the Trust, as it may be amended from time to time (the “Merger Proposal”), on the terms and subject to the conditions set forth in the Merger Agreement. The votes on this proposal were as follows:

For	Against	Abstain
52,738,921	274,830	190,752

Proposal 2

At the Special Meeting, the Trust’s shareholders voted on a non-binding advisory proposal to approve compensation that may be paid or become payable to the Trust’s named executive officers in connection with the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement. The votes on this proposal were as follows:

For	Against	Abstain
25,838,194	27,165,387	200,922

Because there were sufficient votes at the Special Meeting to approve the Merger Proposal, shareholder action on a third proposal, to approve one or more adjournments of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes in favor of the Merger Proposal, was not required and no vote was taken on that proposal.

Item 8.01. Other Events.

On September 10, 2019, the Trust issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
	99.1	Press release, dated September 10, 2019.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2019	CHESAPEAKE LODGING TRUST
	By:	/s/ Graham J. Wootten
		Graham J. Wootten
		Senior Vice President and Chief Accounting Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452

CHESAPEAKE LODGING TRUST SHAREHOLDERS APPROVE MERGER WITH PARK HOTELS & RESORTS

ARLINGTON, VA, Sep. 10, 2019 – Chesapeake Lodging Trust (NYSE: CHSP) (the “Trust”) announced today that its shareholders approved the proposed merger of the Trust with and into a subsidiary of Park Hotels & Resorts Inc. (NYSE: PK) (“Park”) pursuant to the previously announced Agreement and Plan of Merger, dated as of May 5, 2019 (the “Merger Agreement”), by and among Park, PK Domestic Property LLC (“PK Domestic”), an indirect subsidiary of Park, PK Domestic Sub LLC, a wholly-owned subsidiary of PK Domestic (Park, PK Domestic and PK Domestic Sub LLC collectively, the “Park Parties”), and the Trust, as it may be amended from time to time (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement.

At the special meeting of the Trust’s shareholders, approximately 88% of the outstanding shares of the Trust’s common shares of beneficial interest were voted, with approximately 99% of the votes cast in favor of the Merger.

The Merger is expected to close on or about September 18, 2019, subject to the satisfaction or waiver of all closing conditions related to the transaction. Upon completion of the transaction, each issued and outstanding common share of beneficial interest of the Trust will be converted into the right to receive 0.628 of a share of Park common stock and $11.00 in cash. Park common stock will continue to trade on the New York Stock Exchange following the Merger under the symbol “PK.”

ABOUT CHESAPEAKE LODGING TRUST

Chesapeake Lodging Trust is a self-advised lodging real estate investment trust (REIT) focused on investments primarily in upper-upscale hotels in major business and convention markets and,

PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452

on a selective basis, premium select-service hotels in urban settings or unique locations in the United States. The Trust owns 20 hotels with an aggregate of 6,288 rooms in eight states and the District of Columbia. Additional information can be found on the Trust’s website at www.chesapeakelodgingtrust.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to the Trust’s current expectations regarding the expected timing for completion of the merger. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements for various reasons, including risks associated with Park’s or the Trust’s ability to consummate the proposed transaction and the timing of the closing of the proposed transaction; the ability to satisfy conditions necessary to close the proposed transaction; applicable regulatory changes; the availability of financing; risks associated with acquisitions generally, including the integration of the combined companies’ businesses; risks associated with execution of anticipated asset dispositions; risks associated with achieving expected revenue synergies or cost savings; as well as other risks and uncertainties detailed from time to time in the Trust’s filings with the SEC. You should not put undue reliance on any forward-looking statements and the Trust urges investors to carefully review the disclosures the Trust makes concerning risk and uncertainties in

PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452

Item 1A: “Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2018, as such factors may be updated from time to time in the Trust’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Except as required by law, the Trust undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Document and Entity Information	Sep. 10, 2019
Cover [Abstract]
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Entity Central Index Key	0001473078
Document Type	8-K
Document Period End Date	Sep. 10, 2019
Entity Registrant Name	CHESAPEAKE LODGING TRUST
Entity Incorporation State Country Code	MD
Entity File Number	001-34572
Entity Tax Identification Number	27-0372343
Entity Address, Address Line One	4300 Wilson Boulevard
Entity Address, Address Line Two	Suite 625
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22203
City Area Code	(571)
Local Phone Number	349-9450
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Shares of Beneficial Interest, $.01 par value
Trading Symbol	CHSP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false