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): January 4, 2021

ASHFORD HOSPITALITY TRUST, INC. 

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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. ¨

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

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 4, 2021, Ashford Inc. (“Advisor”), external advisor to Ashford Hospitality Trust, Inc. (the “Company”), entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement”) with J. Robison Hays, III, the Company’s President and Chief Executive Officer.

The Company is not a party to the Employment Agreement, and all of Mr. Hays’ cash compensation and employee health and welfare benefits are provided by the Advisor. However, in connection with the Advisor’s entry into the Employment Agreement with Mr. Hays, the Board of Directors of the Company has agreed to grant Mr. Hays a one-time award of 543,000 shares of restricted stock, upon or as soon as reasonably practicable following the approval by the Company’s shareholders, at its 2021 annual meeting of shareholders, of an amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares available for issuance thereunder (or a new equity incentive plan). Such grant would be eligible to vest in three equal installments on each of May 14, 2021, 2022, and 2023, generally subject to Mr. Hays’ continued employment through each such date. However, under the Employment Agreement and the Company’s equity award program, Mr. Hays’ equity awards granted by the Company are subject to accelerated vesting upon Mr. Hays’ termination of employment (i) by reason of death or disability, (ii) by the Advisor without “cause” or Mr. Hays with “good reason,” or (iii) by the Advisor without “cause” or Mr. Hays with “good reason” within the one year period following a “change of control.”

This summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

SIGNATURE

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.

Dated: January 5, 2021