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Apple Hospitality REIT Inc

For the period ended Apr 2, 2025. Filed Apr 3, 2025.

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Apr 2, 2025 · Filed Apr 3, 2025

APLE$18.88+4.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Apple Hospitality REIT, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Logo APPLE HOSPITALITY REIT NYSE: APLE 2025 Notice of Annual Meeting of Shareholders and Proxy Statement

DEAR SHAREHOLDERS,

2024 was another great year for Apple Hospitality REIT, Inc. In addition to the achievement of strong operating fundamentals, we successfully executed on a variety of initiatives to further optimize our portfolio, drive performance across our hotels and maximize long-term value for our shareholders. During the year, we strategically acquired two hotels, opportunistically sold six hotels and completed a variety of property enhancing capital improvement projects, all while providing our shareholders with attractive distributions and maintaining the strength and flexibility of our balance sheet.Dedicated to being responsible stewards of capital and maximizing total shareholder returns, Apple Hospitality REIT's strategy is designed to mitigate risks of investing in the lodging industry and maximize operating results through all market conditions. Our differentiated strategy of owning rooms-focused hotels aligned with industry-leading brands, operated by best-in-class management companies and broadly diversified across a variety of markets while maintaining a strong and flexible balance sheet, disciplined capital allocation and the highest standards of corporate governance has proven successful across economic cycles. Combined with the underlying knowledge and experience of our Board of Directors and the acumen of our corporate team, we are confident we are well positioned for the future.

Our hotels span a vast array of urban, high-end suburban and developing markets that offer guests a wide variety of reasons to travel. Whether our guests travel for business, leisure or small group gatherings, we are dedicated to their well-being and providing outstanding accommodations while remaining mindful of our environmental footprint and our impact on the many communities our hotels serve. Together with Marriott, Hilton and Hyatt and our third-party management companies, we advance our efforts through high brand standards that integrate environmental sustainability, social responsibility and operational guidelines that are vital contributors to hotel performance, building efficiency, team member success, local community outreach, and overall guest satisfaction and well-being. We actively monitor key performance indicators of energy, water and waste at our properties, utilizing historical, market and industry data to identify properties where improvements can be made and work with our management companies to address the opportunities. We work closely with the management teams at our hotels, brand representatives and industry colleagues to ensure the health, safety, security and well-being of hotel associates and guests.

With a dedication to excellence and commitment to operating with integrity and accountability, we have incorporated strong governance practices that we believe align with the best interests of our shareholders. We value diversity and believe it is desirable for our Board of Directors to include individuals who represent a mix of viewpoints, experiences and backgrounds, including racial, ethnic and gender diversity. The individuals that make up our Board of Directors share a wealth of leadership skills and balanced mix of relevant experience in finance, investing, business strategy, real estate, hospitality, ESG and risk management. We highly regard the benefits of continuous learning and support our Board of Directors in their pursuit of educational opportunities that expand their knowledge of issues relevant to our business, our industry and their roles as leaders.

Through effective shareholder engagement, we gain valuable insight into the issues and expectations for future performance that are most important to our investors while allowing us the opportunity to provide additional transparency related to key facets of our business. Our team actively participates in shareholder engagement initiatives throughout the year, ranging from large industry conferences to individual meetings. We value and welcome the feedback we receive through these interactions and look forward to future engagement.

Through predecessor companies, we have a history in the lodging industry that spans more than 25 years, and in 2025, we look forward to celebrating the 10-year anniversary of our listing on the New York Stock Exchange. Our disciplined approach to capital allocation and portfolio management has defined our strategy throughout our history and was especially evident in 2024. As we begin 2025, we are confident we are well positioned for the future. We remain steadfast in our commitment to maximizing long-term value for our shareholders through strong operational performance, disciplined capital allocation, strategic growth and leading corporate governance. On behalf of our Board of Directors and our corporate team, thank you for your investment in Apple Hospitality REIT.

Sincerely,

Justin G. Knight

Chief Executive Officer and Director

Notice of the 2025 Annual Meeting of Shareholders

to be Held on Monday, May 19, 2025

When Monday, May 19, 20254:00 p.m. Eastern TimeWhere Courtyard New York World Trade Center Area100 Greenwich StreetNew York, NY 10006Record Date March 21, 2025

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

2025 PROPOSALSBoard RecommendsFor More Information
Proposal 1: Election of nine (9) directors named in the Proxy Statement to the Board of Directors, each for a term of one year.For each nomineepg. 12
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm to serve for 2025.Forpg. 30
Proposal 3: Consideration of an advisory vote regarding the approval of compensation paid to certain executive officers by the Company.Forpg. 37
Proposal 4: Approval of the Apple Hospitality REIT, Inc. Employee Stock Purchase Plan.Forpg.66

Shareholders will also transact such other business as may properly come before the meeting.

If you were a holder of record of any common shares of Apple Hospitality REIT, Inc. at the close of business on March 21, 2025 (the "Record Date"), you are entitled to vote at the Annual Meeting of Shareholders (the "Annual Meeting”). If you are present at the Annual Meeting, you may vote in person even if you have previously returned a proxy card.

REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, AS A SHAREHOLDER YOUR ROLE IS VERY IMPORTANT, AND THE BOARD STRONGLY ENCOURAGES YOU TO EXERCISE YOUR RIGHT TO VOTE.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE ONLINE, BY PHONE OR BY SIGNING, DATING AND RETURNING THE PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

The Company is furnishing its Proxy Statement, proxy card and 2024 Annual Report on Form 10-K, which includes the Company's audited consolidated financial statements for the year ended December 31, 2024 (the “Annual Report”) to you electronically via the Internet, instead of mailing printed copies of those materials to each shareholder. The Company has sent to its shareholders a notice and electronic delivery of the proxy materials (the "Notice of Internet Availability") that provides instructions on how to access its proxy materials on the Internet, how to request and receive a paper copy of the Proxy Statement, Annual Report and proxy card for the Annual Meeting and future meetings of shareholders, and how to vote online atwww.proxyvote.com. Shareholders can also call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com to request proxy materials or call 1-800-690-6903 to vote by telephone. If sending an email to request materials, please include your control number in the subject line. Additionally, this Proxy Statement and the Annual Report are available athttps://materials.proxyvote.com/03784Y. Please read the enclosed information carefully before submitting your proxy.

Information: The Notice of Internet Availability, this Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about April 3, 2025. Copies of this Proxy Statement, the Company’s proxy card and our Annual Report are available athttps://materials.proxyvote.com/03784Y.

By Order of the Board of Directors,

Matthew P. Rash

Secretary

April 3, 2025

TABLE OF CONTENTS

Page
Proxy Summary1
Corporate Responsibility5
Proposal 1. Election of Directors12
Consideration of Director Nominees13
Director Qualifications13
Nomination Procedures14
Corporate Governance22
Board of Directors22
Code of Ethics22
Corporate Governance Guidelines22
Risk Oversight22
Shareholder Communications23
Share Ownership Guidelines23
Insider Trading Policy23
Hedging and Pledging of Company Securities24
Compensation Recovery Policy24
Board Self-Evaluation24
Committees of the Board and Board Leadership25
Summary25
Board Leadership26
Audit Committee Independence26
Board Meetings, Attendance and Related Information26
Independent Director Sessions26
2024 Compensation of Directors27
Compensation of Non-Employee Directors27
Non-Employee Director Deferral Program27
Reimbursements to Directors in 202428
Employee Directors28
Director Compensation28
Outstanding Stock Option Awards29
Proposal 2. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm30
Change in Auditor for 202432
Audit Committee Report33
Executive Officers34
Proposal 3. Advisory Vote On Executive Compensation Paid by the Company37
Compensation Discussion and Analysis38
Key Executive Compensation Practices39
Advisory Vote on Executive Compensation40
Pay for Performance Philosophy40
General Philosophy and Objectives41
Role of the Compensation Committee41
Role of the Chief Executive Officer42
Compensation Consultant42
Peer Group Information42
Elements of Executive Compensation43
Perquisites and Other Benefits48
Ownership Requirements49
Limits on Tax Deductibility of Executive Compensation49
2025 Incentive Compensation49
Special Note Regarding Non-GAAP Financial Measures49
Compensation Committee Report50
Compensation Committee Interlocks and Insider Participation50
Executive Compensation51
Summary Compensation Table51
Grants of Plan-Based Awards52
2024 Option Exercises and Stock Vested53
Outstanding Equity Awards at Fiscal Year End53
Compensation Plans54
No Tax Gross-Up Payments56
Potential Payments upon Termination or Change in Control57
Equity Compensation Plan Information58
Pay Ratio Disclosure59
Pay Versus Performance60
Proposal 4. Approval of the Apple Hospitality REIT, Inc. Employee Stock Purchase Plan66
Ownership of Certain Beneficial Owners and Management70
Certain Relationships and Agreements72
Cost Sharing with Related Entities72
Information about the Annual Meeting and Voting73
General73
Solicitation of Proxies74
Other Matters74
Other Matters for the 2025 Annual Meeting of Shareholders74
Matters to be Presented at the 2026 Annual Meeting of Shareholders74
Householding of Proxy Materials75
Exhibit 1. Non-GAAP Financial Measures76
Appendix A. Apple Hospitality REIT, Inc. Employee Stock Purchase PlanA-i
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.