PREC 14A PRELIMINARY PROXY STATEMENT
PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION
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] 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
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(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:
89,439,624 shares of common stock outstanding and entitled to vote (12/31/2014) <EN 1>
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:
UNITE HERE
275 Seventh Ave., New York NY 10001
DATED March 5, 2015
PRELIMINARY PROXY STATEMENT SUBJET TO COMPLETION
FOR THE
2015 ANNUAL MEETING OF ASHFORD HOSPITALITY TRUST SHAREHOLDERS
THIS SOLICITATION IS NOT BEING MADE ON BEHALF OF ASHFORD MANAGEMENT
Released to Shareholders: _______, 2015
In November 2014, 30% of Ashford Hospitality Trust (“Ashford Trust” or “the REIT”) shares outstanding joined a call for a special meeting to vote on a series of proposals to protect shareholder value and preserve strategic opportunities at Ashford Trust prior to its restructuring as an externally advised REIT. The company has refused to call a special meeting, having raised the threshold of shares required to call a special meeting from 25% to 50% of shares outstanding two days before announcing the very transactions that caused shareholders to be concerned.
Leading proxy advisor Institutional Shareholder Services (ISS) issued a recommendation that shareholders of Ashford Trust support the call for a special meeting, “As there appear to be significant governance concerns and potential economic issues regarding the terms and structure of the spin-off which could be addressed through the proposed special meeting.”
There is evidence that in the REIT sector, good governance has a measurable financial impact. According to a 2013 report by Green Street Advisors, "REITs that had an above-average governance score traded at a premium of 2 percent to asset value . . . [while] REITs with a below-average rating traded at an average 4 percent discount to asset value." <EN 2>
In light of the many concerns around shareholder rights and value that continue to dog the Ashford group of companies, as well as the strong mandate received for a Special Meeting months ago, UNITE HERE wishes give shareholders an opportunity to vote on the special meeting proposals pertaining to Ashford Trust at the upcoming annual meeting.
In a discouraging move, Ashford has sued to prevent shareholders from having an opportunity to even vote on these proposals at the upcoming Annual Meeting. We believe such an attempt to disenfranchise shareholders – particularly in the case of a heavily conflicted company such as Ashford, with its recent record of transactions favoring insiders - should be strenuously resisted. We urge shareholders to return the ___ proxy card to ensure shareholders finally have the opportunity to have a voice on a set of transactions we believe are at best speculative and at worst, destructive of shareholder value:
Starting in November 2013, Ashford Trust began a process of breaking up its assets into separate companies, placing real estate assets into different REITs that would sign a contract with a related-party asset manager, to externally advise these REITs for a fee.
The restructuring was problematic in many ways, and flew in the face of broader hotel industry trends. More disturbingly, it was undertaken in such a way as to insulate insiders from shareholder opinions, to disproportionately benefit insiders, and to pass risk onto REIT shareholders.
The restructuring flies in the face of broader hotel industry moves:
The restructuring was undertaken in such a way as to insulate insiders from shareholders:
The restructuring was undertaken in such a way as to disproportionately benefit insiders:
The restructuring was undertaken in such a way as to pass the risk onto REIT shareholders.<EN 16>
The ability to amend our Bylaws by a vote of the majority of shares outstanding is a fundamental shareholder right, and one of the most effective tools shareholders have to hold Boards accountable. Ashford has already taken away this right from shareholders once; our bylaw amendment, if adopted, would require shareholder approval before modifying or removing this right in the future.
Without the independent right to amend bylaws, introducing shareholder-friendly governance changes can be a lengthy process fraught with uncertainty. At Hospitality Properties Trust, for example, a majority of shareholders called for annual director elections for five consecutive years before the Board began to declassify.
With the power to amend bylaws by majority vote, shareholders can not only achieve corporate governance reform more efficiently; they can make these reforms permanent by requiring shareholder approval to remove key shareholder rights. Otherwise, these rights can be stripped at the Board’s convenience.
It is important for Ashford Trust shareholders to know that Ashford Trust curtailed shareholder rights in advance of announcing the spin-off of Ashford Inc. Ashford Trust management unilaterally amended the bylaws to purport to remove shareholders' power to amend bylaws and to change the minimum required to call a special meeting from 25% of outstanding shares to 50%. We believe such amendments were unfair as management never sought the approval of shareholders, and were in fact designed to thwart shareholder objections to a significant restructuring. While Ashford Trust subsequently restored shareholders’ right to amend the bylaws, the changes made to the process for calling a special meeting were not reversed. Here again, we believe that the changes were not reversed in order to avoid a special meeting called by shareholders. Indeed, on November 14, 2014, 30% of Ashford Trust common shares did participate in a call for a special meeting. Our bylaw amendment, if adopted, would return to threshold of support required to call a special meeting to 25% - the threshold sufficient to call a special meeting for most of Ashford Trust’s existence.
Our bylaw amendment, if adopted, would also extend the special meeting solicitation period from 30 days to 90 days. Given the time-consuming processes of mailing out and returning ballots, it is important to ensure there is sufficient time for shareholders – particularly smaller shareholders who may not have access to electronic platforms for proxy voting – to deliberate on what are often complex decisions, consult with proponents and management, and process proxies.
Ashford currently allows shareholders to elect directors annually, and opts out of the Maryland Unsolicited Takeovers Act, a statute allowing a Board to adopt staggered multiyear terms for directors without shareholder approval. However, unlike most lodging REITs that have recently opted out of MUTA, Ashford does not require shareholder approval to opt back in. Our bylaw amendment, if approved, would require shareholder approval to alter or take away our right to annual director elections.
This bylaw amendment, if approved, would ensure shareholders have a say in the adoption of any shareholder rights plan (poison pill) which could make it more difficult or expensive to acquire large holdings of the Company’s stock.
The poison pill presents a potent anti-takeover device that might adversely affect shareholder value by discouraging offers to acquire the company that could be beneficial to shareholders. Our resolution preserves the right of a Board to put in place a short-term poison pill if the Board believes it must do so in exercising its fiduciary responsibilities. However, our bylaw amendment requires the Board to submit any such pill to shareholder approval within a 12-month period and provide for its expiration absent such approval.
AINC, the REIT’s external advisor, is headed by the same CEO and Chair as the REIT. Yet the interests of the two companies are not aligned in some important ways. Specifically, the Advisor needs to ensure its fee income is maximized and guaranteed, while the REIT needs to ensure its corporate overhead costs, including Advisory Services Fees, are contained. In the words of a recent commentator, “External asset managers have a number of potential conflicts with the entities they manage; what's good for AINC shareholders (AUM growth) may not be best for AHT shareholders if they end up over paying for growth or issuing shares/debt at less than ideal levels.” <EN 17>
Currently, in our opinion, the terms of the Advisory Agreement favour the Advisor, and according to the most recent available data, insiders control the Advisor’s stock (see Part II of this Statement). To ensure that the interests of both companies are balanced in the case of a conflict, we propose comparable levels of insider control be maintained in both companies.
Ashford Trust has the opportunity to learn from its earlier experiment with externalization. Ashford Trust can take several steps to protect shareholder value:
We ask shareholders to urge the Board to ensure Ashford’s undervalued REITs not be held hostage to Ashford’s externalization experiment, and that the terms of the Advisory Agreement be amended so as to allow the REIT to pursue strategic alternatives favourable to all shareholders.
AINC has signed a ten-year exclusivity agreement with Remington Lodging for all current and future hospitality asset management services. Elsewhere, we have outlined the barriers built in to the Exclusivity and Master Management agreements between Remington and the REIT’s taxable subsidiaries to pursuing agreements with unrelated hotel operators. <EN 18>
Remington is privately and wholly owned by Ashford Inc.'s chairman/CEO and his father, and manages few hotels for non-Ashford affiliates. Remington shares executives with Ashford Trust. Fees and reimbursements paid by Ashford Trust and affiliates to Remington have increased 120% between 2009 and 2013. <EN 19> It is unclear whether Ashford Inc. requested bids from other management companies before selecting Remington.
Earlier this year, the comparably-sized InnVest Real Estate Investment Trust responded to calls by investors to eliminate its exclusivity agreement with its long-time related-party hotel manager, Westmont Hospitality (shareholders also moved to replace most of the incumbent Board of Trustees at the same time). InnVest was among the last hotel REITs beside Ashford to have an exclusivity agreement with a related party hotel operator; over the past decade, major hotel REITs have taken steps towards greater independence from related operators, including Host Hotels & Resorts, Sunstone Hotel Investors and Felcor Lodging Trust. <EN 20>
Our final proposals call for Trust and Prime to be released from exclusivity agreements with Remington so that both REITs have maximum flexibility in determining management contracts. Our proposal recommends Ashford Trust take similar steps to allow open bidding for management contracts.
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<FN 1> In a letter dated January 21, 2015, Ashford Hospitality Trust objected to references to common stockholders in our proposals 1 and 3. While noting that the Company’s own text in its existing bylaw and Charter say a majority of “common” stockholders can amend the bylaws, we have offered in a response dated January 26, 2015 to delete the word “common” from the sentence being added to each bylaw section.
secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 90 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting within 90 days after the Request Record Date by written revocation delivered to the secretary.” <FN 2> If any law bars shareholders from making the above amendment, then this resolution shall be deemed a recommendation to the Board.
Shareholder Rights Plans
A. The Corporation shall not maintain a shareholder rights plan, rights agreement or any other form of “poison pill” making it more difficult or expensive to acquire large holdings of the Corporation’s stock, unless it is first approved by a majority shareholder vote, or its adoption is mandated by the board’s fiduciary duties and it expires within one year unless approved by a majority shareholder vote.
B. A majority of shares voted shall suffice to approve such a plan.
C. The Corporation shall redeem any such rights now in effect (e.g. the Shareholder Protection Rights Agreement).
D. Notwithstanding any other bylaw, the Board may not amend the above without shareholder ratification.
E. 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.
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<FN 2> In a letter dated January 21, 2015, Ashford Hospitality Trust contends that our Proposal #2 fails to restate certain requirements of MGCL 2-502(c). In our response dated January 26, 2015, we have offered to amend our Proposal #2 to add the following sentence: “Notwithstanding the foregoing, unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months.” If Ashford’s legal interpretation is correct, that exception results from the operation of law anyway; further, the corresponding language was lacking from the prior set of bylaws which we are merely seeking to restore, so the Company is estopped from now refusing to accept this amendment and would be estopped from arguing that bylaws cannot set a threshold below 50% for a special meeting to reconsider a prior proposal, as Ashford’s prior bylaws’ drafters apparently thought the bylaws could do so.
<FN 3> In a letter dated January 21, 2015, Ashford Hospitality Trust objected to references to common stockholders in our proposals 1 and 3. While noting that the Company’s own text in its existing bylaw and Charter say a majority of “common” stockholders can amend the bylaws, we have offered in a response dated January 26, 2015 to delete the word “common” from the sentence being added to each bylaw section.
According to Ashford Trust's bylaws, a majority of voting shares is sufficient to conduct business at an annual or special meeting of shareholders. Resolutions 1-4, if passed, are intended to be binding Bylaw amendments under the authority of Article X of Ashford Hospitality Trust's Charter, as Amended and Restated July 31, 2003, the latest Charter filed by Ashford Hospitality Trust with the SEC. If any law bars shareholders from making the above amendments, then Resolutions 1-4 shall be deemed recommendations to the Board.
Resolutions 5-7, if passed, would be recommendations to the Board.
IV. PROXY VOTING:
PLEASE USE THE ENCLOSED ___ PROXY CARD TO VOTE FOR THE PROPOSAL. YOU WILL ALSO RECEIVE 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.
We intend to solicit at least a majority of the voting power of the outstanding stock. You can revoke any proxy vote 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. The record date for eligibility to vote is [DATE].
Our proposals 1-4 are binding bylaw amendments while proposals 5-7 are non-binding recommendations to the Board. If any law prohibits shareholders from making the bylaw amendments submitted as proposals 1-4, they shall be deemed recommendations to the board. In all cases, the passage of the proposals requires approval of a majority of votes cast. We seek no discretionary voting authority for the meeting: we will vote your stock as you instruct us. If you return the enclosed ___ card but give us no instructions, we will vote your stock FOR our proposals, FOR ratification of the auditor and not vote on any other matter. The Company's bylaws require advance notice before any matter may be raised at the meeting, and therefore we do not expect any matter to be raised at the meeting that is not addressed in this proxy statement or the Company's proxy statement. We incorporate by reference all information concerning the board of trustees and voting procedures contained in management's proxy statement at [PAGES].
V. INFORMATION ON PARTICIPANTS IN THIS SOLICITATION:
The participants in this solicitation will be UNITE HERE and its staff, including [NAMES]. These staff are located at the UNITE HERE offices at [ADDRESSES], respectively.
This solicitation is conducted by UNITE HERE, which beneficially owns 765 shares of Ashford Trust stock and represents workers at two hotels owned by Ashford Trust for collective bargaining purposes. The persons proposed as proxies are UNITE HERE researchers. There is a long-standing labor dispute at the Ashford-owned Sheraton Anchorage Hotel in Alaska.
We do not seek your support in labor matters and do not believe that enactment of the proposals would have any impact on such matters. UNITE HERE will vote each proxy card it receives in accordance with the shareholder's instructions. UNITE HERE will not seek any discretionary voting authority for the shareholders meeting: rather, it will vote stock solely as directed.
UNITE HERE will bear all solicitation costs (anticipated at $10,000) and will not seek reimbursement from the Company. It 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. It will reimburse banks, brokers, and other custodians, nominees or fiduciaries for reasonable expenses incurred in forwarding proxy material to beneficial owners.
V. EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF MANAGEMENT AND 5% OWNERS/SHAREHOLDER PROPOSAL RIGHTS
We incorporate by reference the information contained in management's proxy statement at [PAGES].
PLEASE RETURN THE ENCLOSED ___ PROXY CARD TODAY, AS INSTRUCTED ON THE CARD.
For more information, contact the UNITE HERE Research Department at (212) 265-7000.
ENDNOTES
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<EN 1> AHT 2014 10-K, p. 72, http://www.sec.gov/Archives/edgar/data/1232582/000123258215000034/0001232582-15-000034-index.htm.
<EN 2> Charles Keenan, "REIT Governance: The capital of transparency." REIT.com, May 19, 2014, accessed 6/24/2014.
<EN 3> Ladenburg Thalmann, Chesapeake Lodging Trust, p. 2 (comparative premium/discount of share price to NAV, lodging REITs), February 3, 2015.
<EN 4> Wells Fargo 2015 Lodging Outlook, January 14, 2015, p. 7
<EN 5> Google Finance AHP Historical Price Chart, accessed 2/25 2015.
<EN 6> NAREIT historical Lodging/Resorts index, Monthly prices, November 2013 to January 2015: https://www.reit.com/investing/index-data/monthly-property-index-values-returns
<EN 7> AHP 10Q, p. 3, filed with the SEC on November 7, 2014. http://www.sec.gov/Archives/edgar/data/1574085/000157408514000081/0001574085-14-000081-index.htm
<EN 8> AINC Lionshares list printed 2/25/14 (includes most filers as of 12/31/2014).
<EN 9> Robbie Whelan, "REIT answers critics of outside managers," Wall Street Journal, September 3, 2013.
<EN 10> http://www.sec.gov/Archives/edgar/data/1232582/000123258214000082/aimassignment8-k9x10x14.htm
<EN 11> AINC Form S-4/A, filed October 3, 2014, p. 30 http://www.sec.gov/Archives/edgar/data/1604738/000110465914069822/a14-10016_1ex99d1.htm
<EN 12> http://www.businesswire.com/news/home/20141010005628/en/Ashford-Trust-insiders-dilute-spin-off-Ashford-2nd#.VO_qYPnF9UU
<EN 13> AINC Form 10-12B, filed October 30, 2014, p. 30. http://www.sec.gov/Archives/edgar/data/1604738/000110465914075151/a14-10016_1ex99d1.htm
<EN 14> Common shareholders’ conversion ratio: AINC 8-K, filed 11/11/2014, p. 2, http://www.sec.gov/Archives/edgar/data/1604738/000160473814000007/aincdistributionratio8-k11.htm; AHT common unit conversion ratio: AINC 424B3, p. 1, filed 10/8/2014, http://www.sec.gov/Archives/edgar/data/1604738/000110465914071118/a14-15248_1424b3.htm
<EN 15> AINC Form 8-A, filed November 17, 2014, http://www.sec.gov/Archives/edgar/data/1604738/000110465914081318/a14-10016_88a12b.htm (announcement); http://www.sec.gov/Archives/edgar/data/1604738/000110465914081315/a14-24610_1ex4d1.htm (rights agreement), p. 1.
<EN 16> Advisory Agreement, Exhibit 10.3 of AINC Form 10-12B, filed with the SEC on October 30, 2014, p. 6-10. http://www.sec.gov/Archives/edgar/data/1604738/000110465914075151/a14-10016_1ex10d3.htm
<EN 17> http://clarkstreetvalue.blogspot.ca/2014/12/ashford-inc-new-trend-of-externalizing.html
<EN 18> http://www.unlock-ashford.org/why-have-major-hotel-owners-moved-away-from-related-party-managers/
<EN 19> Ashford Form 10 Information statement, Filed with the SEC on July 2, 2014, p. 10; Comparing property lists for Remington Lodging http://www.remingtonhospitalityservices.com/properties.php), Ashford Hospitality Trust
(http://www.ahtreit.com/portfolio/region-portfolio.aspx) and Ashford Hospitality Prime (http://www.ahpreit.com/portfolio.aspx), we identified five (5) properties managed by Remington not owned by AHT or AHP. According to its website, Remington hotels manages 79 properties; Archie Bennett, Chairman Emeritus of Ashford Hospitality Trust, and Monty Bennett, Chair/CEO of Ashford Hospitality Trust: http://www.remingtonhospitalityservices.com/management-team.php, accessed 7/7/2014; $20.6 million in fees (of which $4.6 million were reimbursements) reported in Ashford Hospitality Trust DEF 14A, submitted to the SEC on April 14, 2010, p.43; $45.4 million in fees ($5.9 million in reimbursements) reported in Ashford Hospitality Trust DEF 14A, submitted to the SEC on April 14, 2014, p. 55-56.
<EN 20> (NYSE:HST): Host Marriott to buy 38 Starwood Hotels, The Associated Press, November 15, 2005; (NYSE:SHO) Sunstone Hotel Investors Provides Business Updates, Bloomberg, January 7, 2010; (NYSE:FCH) FelCor announces agreement with Intercontinental Hotels, the "New FelCor." PR Newswire, January 25, 2006; InnVest REIT announces settlement with Orange Capital and introduces KingSett Capital as Strategic Capital Partner, Canadian Newswire, March 13, 2014
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PROXY CARD
Solicited by UNITE HERE for Annual Shareholders Meeting of Ashford Hospitality Trust, [DATE].
The undersigned hereby designates [NAMES] with full power of substitution, as the proxies 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 2014. 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 TRUSTEES
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
[ ] WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE NAME(S) OF NOMINEES BELOW:
UNITE HERE MAKES NO RECOMMENDATION ON THE TRUSTEES' ELECTION
2. TO APPROVE THE RATIFICATION OF THE APPOINTMENT OF ___________ AS INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE MAKES NO RECOMMENDATION ON THE RATIFICATION OF THE AUDITOR
3. ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE MAKES NO RECOMMENDATION ON THE RATIFICATION OF EXECUTIVE COMPENSATION.
UNITE HERE URGES A VOTE FOR THE FOLLOWING SHAREHOLDER PROPOSALS:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
If no direction is made above, UNITE HERE will vote this card FOR our proposals, FOR approval of the auditor and not vote on any other matter.
Dated: _____________
SIGNATURE: ________________________________________
PRINT: _____________________________________________
NAME: _____________________________________________
TITLE (if shares not held in above name): ________________
Optional information so we can make sure your vote gets counted and provide you more information about shareholder issues at Chesapeake Lodging Trust (your information will not be put to any other use):
Telephone: _________________
Fax: _______________________
E-mail address: _______________
This card can be voted at _____________.com, returned in the enclosed envelope or by fax to _______________.
ENDNOTES