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
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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 Time | Where Courtyard New York World Trade Center Area100 Greenwich StreetNew York, NY 10006 | Record Date March 21, 2025 |
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
| 2025 PROPOSALS | Board Recommends | For 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 nominee | pg. 12 |
| Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm to serve for 2025. | For | pg. 30 |
| Proposal 3: Consideration of an advisory vote regarding the approval of compensation paid to certain executive officers by the Company. | For | pg. 37 |
| Proposal 4: Approval of the Apple Hospitality REIT, Inc. Employee Stock Purchase Plan. | For | pg.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 Summary | 1 |
| Corporate Responsibility | 5 |
| Proposal 1. Election of Directors | 12 |
| Consideration of Director Nominees | 13 |
| Director Qualifications | 13 |
| Nomination Procedures | 14 |
| Corporate Governance | 22 |
| Board of Directors | 22 |
| Code of Ethics | 22 |
| Corporate Governance Guidelines | 22 |
| Risk Oversight | 22 |
| Shareholder Communications | 23 |
| Share Ownership Guidelines | 23 |
| Insider Trading Policy | 23 |
| Hedging and Pledging of Company Securities | 24 |
| Compensation Recovery Policy | 24 |
| Board Self-Evaluation | 24 |
| Committees of the Board and Board Leadership | 25 |
| Summary | 25 |
| Board Leadership | 26 |
| Audit Committee Independence | 26 |
| Board Meetings, Attendance and Related Information | 26 |
| Independent Director Sessions | 26 |
| 2024 Compensation of Directors | 27 |
| Compensation of Non-Employee Directors | 27 |
| Non-Employee Director Deferral Program | 27 |
| Reimbursements to Directors in 2024 | 28 |
| Employee Directors | 28 |
| Director Compensation | 28 |
| Outstanding Stock Option Awards | 29 |
| Proposal 2. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm | 30 |
| Change in Auditor for 2024 | 32 |
| Audit Committee Report | 33 |
| Executive Officers | 34 |
| Proposal 3. Advisory Vote On Executive Compensation Paid by the Company | 37 |
| Compensation Discussion and Analysis | 38 |
| Key Executive Compensation Practices | 39 |
| Advisory Vote on Executive Compensation | 40 |
| Pay for Performance Philosophy | 40 |
| General Philosophy and Objectives | 41 |
| Role of the Compensation Committee | 41 |
| Role of the Chief Executive Officer | 42 |
| Compensation Consultant | 42 |
| Peer Group Information | 42 |
| Elements of Executive Compensation | 43 |
| Perquisites and Other Benefits | 48 |
| Ownership Requirements | 49 |
| Limits on Tax Deductibility of Executive Compensation | 49 |
|---|---|
| 2025 Incentive Compensation | 49 |
| Special Note Regarding Non-GAAP Financial Measures | 49 |
| Compensation Committee Report | 50 |
| Compensation Committee Interlocks and Insider Participation | 50 |
| Executive Compensation | 51 |
| Summary Compensation Table | 51 |
| Grants of Plan-Based Awards | 52 |
| 2024 Option Exercises and Stock Vested | 53 |
| Outstanding Equity Awards at Fiscal Year End | 53 |
| Compensation Plans | 54 |
| No Tax Gross-Up Payments | 56 |
| Potential Payments upon Termination or Change in Control | 57 |
| Equity Compensation Plan Information | 58 |
| Pay Ratio Disclosure | 59 |
| Pay Versus Performance | 60 |
| Proposal 4. Approval of the Apple Hospitality REIT, Inc. Employee Stock Purchase Plan | 66 |
| Ownership of Certain Beneficial Owners and Management | 70 |
| Certain Relationships and Agreements | 72 |
| Cost Sharing with Related Entities | 72 |
| Information about the Annual Meeting and Voting | 73 |
| General | 73 |
| Solicitation of Proxies | 74 |
| Other Matters | 74 |
| Other Matters for the 2025 Annual Meeting of Shareholders | 74 |
| Matters to be Presented at the 2026 Annual Meeting of Shareholders | 74 |
| Householding of Proxy Materials | 75 |
| Exhibit 1. Non-GAAP Financial Measures | 76 |
| Appendix A. Apple Hospitality REIT, Inc. Employee Stock Purchase Plan | A-i |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.