Current Report Filing (8-k)
17 Mai 2022 - 12:06PM
Edgar (US Regulatory)
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2022-05-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 12, 2022
ASHFORD INC.
(Exact name of registrant as specified in its charter)
|
Nevada |
001-36400 |
84-2331507 |
|
(State or other
jurisdiction of
incorporation or
organization)
|
(Commission file number) |
(I.R.S. Employer
Identification
Number)
|
|
14185 Dallas Parkway,
Suite 1200
Dallas,
Texas
|
75254 |
|
(Address of principal
executive
offices)
|
(Zip Code) |
Registrant’s telephone number, including area code: (972)
490-9600
N/A
(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).
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:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock |
|
AINC |
|
NYSE American LLC |
On May 12, 2022, Ashford Hospitality Advisors, LLC (“Ashford LLC”), the operating
company of Ashford Inc. (the “Company”), and Richard J.
Stockton, the Chief Executive Officer of Braemar Hotels &
Resorts Inc. (“Braemar”), entered into an
amendment (the “Amendment”) to Mr. Stockton’s
existing Amended and Restated Employment Agreement with Ashford LLC
dated April 1, 2019 (the “Existing Agreement”). Among
other things, the Amendment:
|
· |
Acknowledges that Mr. Stockton’s
base salary has increased to $725,000 annually and that his
targeted incentive bonus range has increased to 75% to 175% of base
salary. |
|
· |
Expands Mr. Stockton’s existing
nonsolicitation obligations to apply during the two-year period
following his termination of employment rather than the existing
one-year period and expands the scope of the obligations to include
not only employees but also certain capital providers. |
|
· |
Imposes certain new limitations on
Mr. Stockton’s ability, during and for 24 months following the
termination of his employment, to acquire stock of the Company,
Ashford Hospitality Trust, Inc. and Braemar and their affiliates
and to engage in certain corporate transactions involving such
entities. |
The Existing Agreement is filed with this Form 8-K as Exhibit 10.1
and the Amendment is filed with this Form 8-K as Exhibit 10.2 and
is incorporated by reference herein. The foregoing summary of the
Amendment does not purport to be complete and is qualified in its
entirety by the full text of the Amendment.
|
Item 9.01 |
Financial Statements and
Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Amended and Restated Employment Agreement,
dated as of April 1, 2019, by and among Ashford Inc., Ashford
Hospitality Advisors, LLC, and Richard J. Stockton. |
| 10.2 |
|
First Amendment to Amended and Restated
Employment Agreement, dated as of May 12, 2022, by and among
Ashford Inc., Ashford Hospitality Advisors, LLC, and Richard J.
Stockton. |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101). |
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.
| |
ASHFORD INC. |
| |
|
| |
By: |
/s/ Alex Rose |
| |
|
Alex Rose |
| |
|
Executive Vice President, General
Counsel & Secretary |
Date: May 17, 2022
Ashford (AMEX:AINC)
Graphique Historique de l'Action
De Déc 2022 à Jan 2023
Ashford (AMEX:AINC)
Graphique Historique de l'Action
De Jan 2022 à Jan 2023
