UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 February 18, 2022, Robin Zeigler was appointed to the board of trustees (the “Board of Trustees”) of RLJ Lodging Trust (the “Company”) upon the recommendation of the Company’s Nominating and Corporate Governance Committee, with a term commencing on that date. Ms. Zeigler is currently the Senior Executive Vice President and Chief Operating Officer for Cedar Realty Trust.
Ms. Zeigler will serve as a trustee of the Company until the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”) and until her successor is duly elected and qualified or until her resignation or removal. In connection with Ms. Zeigler’s election as a trustee, the Board of Trustees increased the size of the Board of Trustees to ten members. Board committee assignments for Ms. Zeigler will include the Audit Committee and the Nominating and Corporate Governance Committee.
In accordance with the Company’s current trustee compensation program, Ms. Zeigler is entitled to a cash retainer equal to the $75,000 annual cash compensation paid to the members of the Board of Trustees and an annual retainer of $10,000 for service on the Audit Committee and $7,500 for service on the Nominating and Corporate Governance Committee, with all such retainers to be prorated for her remaining term.
There are no arrangements or understandings between Ms. Zeigler and any person pursuant to which she was appointed as a trustee. There are no transactions in which Ms. Zeigler had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 7.01. Regulation FD Disclosure
On February 22, 2022, the Company issued a press release announcing the appointment of Ms. Zeigler to the Board of Trustees. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein for purposes of this Item 7.01 disclosure.
The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
Description | |
| 99.1 | Press Release, dated February 22, 2022 | |
| 104 | Cover Page Interactive Data File (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 thereunto duly authorized.
| RLJ Lodging Trust | |||
| Date: February 22, 2022 | By: | /s/ Leslie D. Hale | |
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Leslie D. Hale President and Chief Executive Officer | |||