Since 2012, hospitality REITs have adopted a number of shareholder-friendly reforms as a result of our engagement. In most cases, companies have elected to adopt our proposed reforms in the course of engagement; those proposals proceeding to a shareholder vote have generally received majority support. (Votes on independent solicitations are listed below the table)

TickerIssueYear proposedMajority support?Implemented?% votes cast in favor
FCHDeclassify board2014N/AYes (ratified)n/a
GLPIDeclassify board2014YESYes (initiated 2016, complete by 2019)72%
RLJRight to initiate bylaw amendments with majority votes2014YESYes (2016)73%
DRHRight to initiate bylaw amendments with majority votes2014YESYes (2016)72%
HSTRight to initiate bylaw amendments with majority votes2014YESYes (2016)80%
AHPOpt out of MUTA 2013YESYes (2015)64%
FCHDeclassify board2013YES Yes (2015)80%
CHSPDirectors elected by majority vote; resignation policy2013N/AYesn/a
CHSPOpt out of Control Shares Act2013N/AYesn/a
CHSPOpt out of Business Combinations Act2013N/AYesn/a
SHOShareholder approval of future poison pill2015N/AYesn/a
CHSPShareholder approval of future poison pill2014YESYes67%
BEERedeem poison pill; shareholder approval of future pills2012N/AYesn/a
BEEDirectors elected by majority vote; resignation policy2013N/AYesn/a
SHORight to initiate bylaw amendments with majority vote2014N/AYesn/a
RLJDirectors elected by majority vote; resignation policy2014N/AYesn/a
RLJOpt out of Business Combinations Act2014N/AYesn/a
RLJOpt out of Control Shares Act2014N/AYesn/a
AHTDirectors elected by majority vote2013YESYes54%
CHSPOpt out of MUTA2013N/AYesn/a
LHODeclassify board2013N/AYesn/a
RLJOpt out of MUTA2014N/AYesn/a
PEBOpt out of MUTA2014NOPartially (section 3-803)37%
HSTOpt out of MUTA2013N/APartially (section 3-803)n/a
LHOOpt out of MUTA2014N/APartially (section 3-803)n/a
HPTEliminate supermajority voting standard for shareholder proposals2012YESPartially (section 3-803)76%
SHOOpt out of MUTA2012N/APartially (section 3-803)n/a
DHROpt out of MUTA2013N/APartially (section 3-803)n/a
STAROpt out of MUTA2014YESPartially (3 provisions)63%
FCHOpt out of MUTA2015N/APartially (3 provisions)n/a
HPTOpt out of MUTA2014YESNO81%
HPTOpt out of MUTA2013YES NO97%
AHTIndependent director as Board Chair2012No Lead director role strengthened18%
HPTOpt out of MUTA2015YESNO87%
CHSPRight to initiate bylaw amendments with majority votes2015YES68%
PEBRight to initiate bylaw amendments with majority votes2015NO30%
BEEOpt out of MUTA2014YES77%
DRHDirector resignation policy2016n/aYesn/a
SHODirector resignation policy2016n/aYesn/a
XHROpt out of MUTA2016n/aYes (shareholder ratification needed to opt out of 3-804(c)n/a
HPTOpt out of MUTA2016YESNO (opted INTO MUTA to re-classify board)89%
SOHORight to initiate bylaw amendments with majority vote2016NO35%
PEBDirectors elected by majority vote2016YES96.8%

2014/2015 Independent solicitations at Hospitality REITs

Chesapeake Lodging Trust: A majority of shareholders supported a proposal recommending shareholders approve any poison pill adopted by the company; 49% of votes were cast in favor of a proposal recommending shareholders be given the right to initiate bylaw amendments.  Proposals recommending to golden parachute executive severance packages did not pass, nor did a proposal to strengthen shareholders’ ability to remove directors for cause.  Click here for more details.

Hospitality Properties Trust: Shareholders overwhelmingly approved UNITE HERE’s proposal to opt out of MUTA and require prior shareholder approval to opt back in.  Shareholders did not approve a company proposal permitting the company to opt into MUTA as long as shareholders ratified the opt-in within 18 months. The two directors standing for election failed to receive majority support but were reappointed after resigning.  Click here for details.