UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X ] Revised Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
(Name of Registrant as Specified In Its Charter):
Ashford Hospitality Trust, Inc.
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant):
UNITE HERE
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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REVISED PRELIMINARY PROXY STATEMENT
UNITE HERE
1775 K St., NW, Suite 620
Washington, DC 20006.
Tel: (202) 661-3665
Fax: (202) 223-8091
First released to shareholders:
April [__________], 2009
RE: INDEPENDENT CHAIRMAN PROPOSAL TO BE PRESENTED AT ANNUAL
SHAREHOLDERS MEETING OF ASHFORD HOSPITALITY TRUST (NYSE: AHT)
Meeting Date and Time: _______, 2009
Location: [___________]
A STOCKHOLDER PROPOSAL WILL BE PRESENTED TO:
Amend the Bylaws of Ashford Hospitality to include a requirement that
the Chairman of the Board be independent, as defined by the New York
Stock Exchange.
To Fellow Ashford Shareholders:
We write to seek your support for a proposal amending the Bylaws of
Ashford Hospitality to require that the Chairman of the Board of
Directors be independent, as defined by the New York Stock Exchange (see
full text of our amendment below).
Our Corporation, Ashford Hospitality Trust, Inc., made some risky bets
at the height of the hotel cycle. In 2007, it acquired a 51-hotel
portfolio from CNL Hotels for $2.4 billion, more than doubling our debt
and issuing additional equity at $11.75 per share. Also in 2007, Ashford
resumed its mezzanine lending business as the credit markets became less
favorable to hotel lending.
Chairman Archie Bennett, Jr. executed a central role in both of these
strategic decisions. He is neither independent of the Corporation nor
its Chief Executive Officer.
Chairman Bennett earns an annual salary from Ashford, which totaled
$300,000 in 2007. He is the father of Montgomery Bennett, Ashford's CEO.
Messrs Archie and Montgomery Bennett are 100% owners of Remington
Lodging and its affiliates, which managed 43 of Ashford's hotels as of
year-end 2007, and were paid $24 million in 2007 in hotel and project
management fees.
In March 2008, the Board of Directors recognized our Chairman's role in
the CNL acquisition by granting a "special one-time award of 145,000
equity securities...based on his contributions to the integration of key
transactions initiated during 2007, most specifically the CNL
transaction." Our Chairman chose to receive those securities in the
form of partnership units, not shares of the Corporation, while our
shares have decline by more than 90% since that transaction was announced.
Furthermore, Ashford was advised in this acquisition by Eastdil Secured,
where another Ashford Director, Mr. Charles Toppino, was at the time a
Senior Managing Director. Eastdil was paid a $1,125,000 "success fee"
for the CNL transaction. Mr. Toppino serves on Ashford's Compensation
Committee, which sets our compensation policies for Chairman Bennett,
CEO Bennett and other executive officers.
The Chairman of our Board also chairs the Mezzanine Loan Investment
Executive Committee, which was formed by the Board of Directors in 2007
to evaluate and approve mezzanine lending activity by the Corporation.
Notes receivable have more than doubled in 2008, including a $98 million
investment in a short term loan to Extended Stay America. According to a
December 8, 2008 Wall Street Journal article, "Extended Stay Hotels Inc.
is in early talks that could result in turning the hotel chain over to
its lenders...." Not only is our Corporation highly-leveraged, but its
financial resources were allocated to risky mezzanine loans just as the
hotel cycle started its decline.
Ashford's Board of Directors has suspended dividends on common shares
through 2009, except for dividend payments required to maintain REIT
status, in conjunction with amending the terms of its credit facility.
The job of all Boards of Directors is to exercise independent oversight
of corporate management, including the Chief Executive Officer, to
protect shareholders' investment and maximize shareholder value.
Ashford's Board lacks that independent leadership, and we believe
Ashford's recent risk-taking argues that its Board needs more checks and
balances on management to improve shareholder value through this
economic crisis.
Below is the full text of our proposal:
RESOLVED, pursuant to Maryland General Corporation Law, Section 2-109(b)
and Article VI, Section 8 of the Amended and Restated Bylaws of Ashford
Hospitality Trust, Inc. (the "Corporation"), that the following be added
to Article III, Section 10 of the Corporation's Bylaws:
A. The Chairman of the Board shall be a director who is independent
from the Corporation.
B. For purposes of this Bylaw, "independent" has the meaning set
forth in the New York Stock Exchange ("NYSE") listing standards. If the
Corporation's common stock is listed on another exchange and not on the
NYSE, such other exchange's definition of independence shall apply.
C. The Board of Directors shall assess semi-annually whether a
Chairman who was independent at the time he or she was elected is no
longer independent. If the Chairman is no longer independent, the Board
of Directors shall select a new Chairman who satisfies the requirements
of this Bylaw within 60 days of such assessment.
D. This Bylaw shall apply prospectively, so as not to violate any
contractual obligation of the Corporation in effect when this Bylaw was
adopted. The Board shall terminate any such contractual obligation as
soon as it has the legal right to do so.
E. Notwithstanding any other Bylaw, the Board may not amend the
above without shareholder ratification.
F. Each of the above provisions is severable.
IT IS FURTHER RESOLVED that if any law bars shareholders from making the
above amendments, then this resolution shall be deemed a recommendation
to the Board.
We urge all shareholders to vote FOR this proposal.
Further information about Chairman Bennett's one-year contract is
contained in the Company's proxy statement at p. __and incorporated
herein by reference.
I. VOTING PROCEDURES:
PLEASE USE THE ENCLOSED BLUE PROXY CARD TO VOTE FOR THE PROPOSAL. YOU
SHOULD ALSO HAVE RECEIVED A PROXY CARD FROM MANAGEMENT. IF YOU SUPPORT
OUR PROPOSAL, DO NOT SEND BACK MANAGEMENT'S CARD. ANY PROXY CARD YOU
HAVE SIGNED IS CANCELLED OUT BY SUBMITTING A LATER-DATED PROXY CARD.
In corporate elections, simply submitting a new proxy card with a later
date on it revokes your prior card. A proxy vote may be revoked any time
prior to the tally at the shareholders meeting by signing and
submitting a new proxy card, by sending written notice of revocation to
the proxy holder, or by appearing at the meeting and voting in person.
We intend to solicit at least a majority of the voting power of the
outstanding stock. In order to vote for this proposal, you will need to
return our proxy card unless management gives you the specific
opportunity to vote for or against this proposal on its proxy card.
The record date for eligibility to vote is March __ , 2009. We are not
nominating candidates to the Board, nor will we seek any discretionary
voting authority for the meeting, meaning that we will vote all proxy
cards strictly as you direct, and if matters come up on which you have
not given us instructions, we will not vote your shares on those
matters. We do not anticipate any matters to be raised at the meeting
other than what are already in the Company's proxy statement, as the
Company's bylaws require advance notice be given management of any
matters to be raised at the meeting. We incorporate by reference all
information concerning the board of directors, number of outstanding
shares and voting procedures contained in management's proxy
statement at pages ____.
II. INFORMATION ON PARTICIPANTS IN THIS SOLICITATION:
The participants in this solicitation are will be UNITE HERE and
its staffer ,including Courtney Alexander, . These
staff members are located at the UNITE HERE offices at 1775 K St., NW,
Suite 620, Washington, D.C. 20006.
Interests of the Participants : UNITE HERE represents
approximately 450,000 active members and more than 400,000 retirees
throughout North America. UNITE HERE owns 318 shares of Ashford
Hospitality Trust common stock. UNITE HERE and its affiliates have
engaged in shareholder solicitations on corporate governance issues at
several companies over the past decade. It is an active member of the
Council of Institutional Investors (CII), an association of 130 public,
labor, and corporate pension funds with assets exceeding $3 trillion
which advocates for good corporate governance practices.
Ashford Hospitality's workforce is not unionized. UNITE HERE Affiliates
represent workers at various hotels owned by Ashford; those employees
work for several management companies, including Hilton, Hyatt, and
Remington Hotel Corporation, a hotel operating company 100% owned by
Archie and Montgomery Bennett. UNITE HERE's Affiliate in Philadelphia
has a labor dispute at the Philadelphia Airport Embassy Suites (owned by
Ashford, managed by Remington), which is being boycotted by the Union.
We do not seek your support in labor matters, and do not believe that
enactment of the proposal would have any impact on such matters.
Developments in labor matters will not lead UNITE HERE to refrain from
presenting its proxy cards at the meeting: we are committed to following
through with conveying shareholders' views at the meeting.
Solicitation Process : UNITE HERE will bear all solicitation
costs (anticipated at $10,000) and will not seek reimbursement from the
Company. UNITE HERE will solicit proxies by mail, phone, e-mail, fax and
in person using its regular staff, who shall not receive any additional
compensation, but they may also hire an outside solicitor. They will
reimburse banks, brokers, and other custodians, nominees or fiduciaries
for reasonable expenses incurred in forwarding proxy material to
beneficial owners.
III. V. YOUR RIGHT TO MAKE SHAREHOLDER PROPOSALS
If a shareholder has owned more than $2000 worth of stock for more than
a year and meets the other criteria of SEC Rule 14a-8, he or she then
has a legal right to have a proposal appear in management's proxy
statement and card. The deadline for shareholders to submit proposals
for inclusion in management's proxy statement for the year 2009 is _____.
I V. EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF MANAGEMENT AND
5% OWNERS
We incorporate by reference the information contained in management's
proxy statement at pages ___.
IF YOU HAVE ANY QUESTIONS, CALL UNITE HERE AT (202) 661-3665.
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PRELIMINARY PROXY CARD
Solicited by UNITE HERE
for Annual Shareholders Meeting of Ashford Hospitality Trust (May __,
2009)
The undersigned hereby designates Courtney Alexander, with full power of
substitution, as the proxy of the undersigned for the sole purpose of
voting all stock of the undersigned in the manner marked below at the
Ashford Hospitality Trust annual shareholders meeting for 2009. This
proxy card grants no discretionary voting authority: if matters come
before the meeting other than the items below, the stock of the
undersigned will not be voted on such matters.
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES.
[ ] WITHHOLD ALL NOMINEES
[ ] WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE NAME(S)
OF NOMINEES BELOW:
UNITE HERE MAKES NO RECOMMENDATION ON THE DIRECTORS ELECTION
2. TO RATIFY THE APPOINTMENT OF [to be included when named in Ashford's
proxy statement] AS INDEPENDENT AUDITORS FOR THE 2009 FISCAL YEAR
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE MAKES NO RECOMMENDATION ON THE RATIFICATION OF THE AUDITOR
3. UNITE HERE SHAREHOLDER PROPOSAL TO HAVE INDEPENDENT CHAIRMAN:
FOR THIS PROPOSAL:
AGAINST THIS PROPOSAL:
ABSTAIN:
If no direction is made above, UNITE HERE will vote this card FOR the
proposal and not vote it in the directors' election.
Dated: _____________
SIGNATURE:_______________________________________
PRINT: __________________________________________
NAME:_____________________________________________
TITLE (if shares not held in above name): _________
Optional: contact information so we can make sure your vote gets counted
and provide you more information about shareholder issues at Ashford
your contact information will not be put to any other use):
Telephone:__________ . Fax: ____________. Email Address:______________
This card can be returned in the enclosed envelope or faxed to (202)
223-8091.