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): May 25, 2022 (May 24, 2022)

CHATHAM LODGING TRUST

(Exact name of Registrant as specified in its charter)

(561) 802-4477

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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:

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

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.

On May 24, 2022, Chatham Lodging Trust (the “Company”) held its Annual Meeting of Shareholders. The matters on which the shareholders voted, in person or by proxy were:

i.for the election of trustees Edwin B. Brewer, Jr., Thomas J. Crocker, Jeffrey H. Fisher, David Grissen, Mary Beth Higgins, Robert Perlmutter, Rolf E. Ruhfus, and Ethel Isaacs Williams to serve until our 2023 Annual Meeting of Shareholders and/or until their successors are duly elected and qualified;

ii.for the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2022;

iii.for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers;

iv.for the approval of a proposal to amend the Company’s Declaration of Trust to provide shareholders with the ability to amend the Company’s Bylaws; and

v.for the approval of amendments to the Company’s Equity Incentive Plan.

All of the nominees were elected by the requisite vote, the ratification to select the independent registered public accountants was approved, the compensation of the Company’s named executive officers was approved, the proposal to amend the Company’s Declaration of Trust to provide shareholders with the ability to amend the Company’s Bylaws was approved, and the amendments to the Company’s Equity Incentive Plan were approved. The results of the voting were as follows:

Ratification of the selection of independent registered public accountants:

Approval of compensation of named executive officers:

Approval of amendment of Declaration of Trust to provide shareholders with the ability to amend the Bylaws:

Approval of amendment to the Equity Incentive Plan:

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 hereunto duly authorized.