8-K
SOTHERLY HOTELS LP (SOHOB)
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): April 26, 2022
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
| Maryland (Sotherly Hotels Inc.)<br><br><br>Delaware (Sotherly Hotels LP) | 001-32379 (Sotherly Hotels Inc.)<br><br><br>001-36091 (Sotherly Hotels LP) | 20-1531029 (Sotherly Hotels Inc.)<br><br><br>20-1965427 (Sotherly Hotels LP) |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 306 South Henry Street, Suite 100<br><br><br>Williamsburg, Virginia | 23185 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (757) 229-5648
Not Applicable
(Former Name or Former Address, if Changed Since 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Sotherly Hotels Inc. ☐Sotherly Hotels LP ☐
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.
Sotherly Hotels Inc. ☐Sotherly Hotels LP ☐
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | SOHO | The NASDAQ Stock Market LLC |
| 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOB | The NASDAQ Stock Market LLC |
| 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOO | The NASDAQ Stock Market LLC |
| 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHON | The NASDAQ Stock Market LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |
| --- | --- |
Sotherly Hotels Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders on April 26, 2022 (the “Annual Meeting”). The Company is providing the following information regarding the final results of the matters voted on by stockholders at the Annual Meeting:
| a) | Election of seven (7) Directors to serve for the ensuing year and until their respective successors are elected: | ||
|---|---|---|---|
| Director Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
| --- | --- | --- | --- |
| Maria L. Caldwell | 4,271,858 | 171,320 | 5,937,466 |
| David R. Folsom | 4,268,787 | 174,391 | 5,937,466 |
| G. Scott Gibson IV | 4,274,842 | 168,336 | 5,937,466 |
| Andrew M. Sims | 4,272,959 | 170,219 | 5,937,466 |
| Edward S. Stein | 3,321,942 | 1,121,236 | 5,937,466 |
| Herschel J. Walker | 3,209,750 | 1,233,428 | 5,937,466 |
| Gen. Anthony C. Zinni | 3,402,139 | 1,041,039 | 5,937,466 |
| b) | Ratification of the appointment of Dixon Hughes Goodman LLP, the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022: 10,067,939 shares in favor, 250,584 shares against and 62,121 shares abstaining. There were no broker non-votes for this proposal. | ||
| --- | --- | ||
| c) | An advisory vote on executive compensation: 3,809,058 shares in favor, 545,139 shares against and 88,981 shares abstaining. There were 5,937,466 broker non-votes for this proposal. | ||
| --- | --- | ||
| d) | A vote to approve the Company’s 2022 Long-Term Incentive Plan: 2,928,958 shares in favor, 1,431,676 shares against and 82,544 shares abstaining. There were 5,937,466 broker non-votes for this proposal. | ||
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: April 27, 2022 | SOTHERLY HOTELS INC. | |
|---|---|---|
| By: | /s/ Anthony E. Domalski | |
| Anthony E. Domalski | ||
| Chief Financial Officer | ||
| SOTHERLY HOTELS LP | ||
| by its General Partner, | ||
| SOTHERLY HOTELS INC. | ||
| By: | /s/ Anthony E. Domalski | |
| Anthony E. Domalski | ||
| Chief Financial Officer |