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 4, 2012

 

RLJ LODGING TRUST

(Exact name of registrant as specified in its charter)

 

 

 

(301) 280-7777

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

On May 4, 2012, the RLJ Lodging Trust (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (“PWC”), the Company’s indendent registered public accounting firm, was ratified, (iii) the compensation paid to the Company’s named executive officers was approved in an advisory vote, and (iv) an advisory vote was taken on the frequency of future advisory shareholder votes related to named executive officer compensation. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 30, 2012. The final results for the votes regarding each proposal are set forth below.

 

Election of Trustees

 

The following persons comprising the entire previous board of trustees of the Company were duly elected as trustees of the Company until the 2013 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert L. Johnson, Thomas J. Baltimore, Jr., Evan Bayh, Nathaniel A. Davis, Robert M. La Forgia, Glenda G. McNeal and Joseph Ryan. The table below sets forth the voting results for each trustee nominee:

 

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Robert L. Johnson		93,712,999		578,383		4,333		587,101
Thomas J. Baltimore, Jr.		92,857,587		1,433,796		4,332		587,101
Evan Bayh		94,285,459		7,750		2,506		587,101
Nathaniel A. Davis		94,287,286		5,923		2,506		587,101
Robert M. La Forgia		94,287,286		5,923		2,506		587,101
Glenda G. McNeal		94,287,286		5,923		2,506		587,101
Joseph Ryan		94,287,286		5,923		2,506		587,101

 

Ratification of PWC as the Company’s independent registered public accounting firm

 

At the Annual Meeting, the Company’s shareholders ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The table below sets forth the voting results for this proposal:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
94,866,329		12,734		3,753		0

 

Advisory Vote to Approve Named Executive Officer Compensation

 

At the Annual Meeting, the Company’s shareholders voted on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:

 

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Votes For		Votes Against		Abstentions		Broker Non-Votes
91,287,240		90,216		2,918,259		587,101

 

Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation

 

At the Annual Meeting, the Company’s shareholders voted on the frequency of the advisory vote related to named executive officer compensation. The table below sets forth the voting results for this proposal:

 

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
81,816,469		6,100		11,551,047		922,099		587,101

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	RLJ LODGING TRUST
Date: May 10, 2012	By:	/s/ Thomas J. Baltimore, Jr.
		Thomas J. Baltimore, Jr.
		President and Chief Executive Officer

 

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