RLJ Lodging Trust

For the period ended Apr 26, 2024. Filed Mar 28, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 26, 2024 · Filed Mar 28, 2024

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RLJ$12.54+1.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

RLJ Lodging Trust

(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):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	2024			RLJ Lodging Trust Notice of Annual Meeting of Shareholders and Proxy Statement
				Friday, April 26, 2024 1:00 p.m. Eastern Time
				The meeting will be held in a virtual-only format through a live webcast

Mills House Charleston, Curio Collection by Hilton | Charleston, SC

· Portfolio Summary as of December 31, 2023 ·
	23			STATES AND THE DISTRICT OF COLUMBIA
	96			HOTELS
	21,200			ROOMS

			Our business is centered around our relationships with investors, the management companies that operate our hotels, the brands and franchisors of each hotel property, and our associates. To strengthen and maintain these relationships, we uphold high ethical and business standards in our dealings with our partners, associates and shareholders.

RLJ Lodging Trust (NYSE: RLJ) is a self-advised, publicly traded real estate investment trust. RLJ primarily owns premium-branded, rooms-oriented, high-margin hotels located within heart of demand locations.

We own a geographically diversified portfolio of hotels concentrated in urban markets that have multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue Per Available Room (“RevPAR”), strong operating margins, and attractive risk-adjusted returns.

Our senior leadership team is comprised of a diverse group of veteran professionals with extensive operating experience and industry relationships, which allows us to enhance overall platform value.

It is our goal to enhance the value of this Company by being open and transparent in our investor communications and by following rigorous corporate governance practices.

7373 Wisconsin Avenue

Suite 1500

Bethesda, Maryland 20814

MESSAGE FROM OUR CEO AND EXECUTIVE CHAIRMAN

DEAR SHAREHOLDERS:

You are cordially invited to participate in the 2024 Annual Meeting of Shareholders of RLJ Lodging Trust (the “Annual Meeting”), which will be held in a virtual format through a live webcast on Friday, April 26, 2024, at 1:00 p.m. Eastern Time. You will be able to participate in the virtual Annual Meeting by first registering athttp://register.proxypush.com/RLJ. Further details about

the meeting, proposals and voting are included in the accompanying proxy statement.

Your Board of Trustees is unanimously recommending a highly qualified, experienced, diverse and actively engaged slate of nominees for election to the Board at the Annual Meeting.

Your Board nominees are:

		Your Board brings executive and financial leadership, a wide range of complementary skills and backgrounds relevant to the Company’s industry including strategy and commitment to shareholder value, and strong gender, racial and ethnic diversity. As a group, the average tenure of the Board’s nominees is approximately nine years with five of nine nominees being new to the Board since 2016.

The accompanying Notice of Annual Meeting, the 2024 Proxy Statement, and our 2023 Annual Report to

Shareholders, which includes our audited financial statements, describe matters to be addressed at the Annual Meeting. Your vote is important and your prompt attention to these materials is greatly appreciated. Regardless of whether you plan to participate in the virtual Annual Meeting, we hope you will vote as soon as possible. We encourage you to carefully read the proxy statement before voting.

On behalf of our Board of Trustees and our employees, we thank you for your continued interest in and support of our Company.

Sincerely,


	Leslie D. Hale President and Chief Executive Officer			Robert L. Johnson Executive Chairman

MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

DEAR SHAREHOLDERS:

It is an honor and pleasure to serve as RLJ Lodging Trust’s Lead Independent Trustee. On behalf of the Board of Trustees and the RLJ management team, thank you for your investment in our Company. I am proud of the innovative spirit and commitment to operational excellence that resulted in strong 2023 performance.

Business Highlights

Against the backdrop of improving fundamentals and strengthening recovery within urban markets, RLJ’s urban-centric portfolio achieved strong growth throughout 2023. Our management team executed on a number of initiatives, including:

Achieving top-quartile growth. Our 9.0% RevPAR growth for the year, not only outperformed the overall industry, but was in the top-quartile of our peers.

Conversion execution. We made progress on our initiative to deliver hotel conversions. We announced three conversions—the Hotel Tonnelle in New Orleans, a Marriott Tribute Portfolio Hotel, the DoubleTree Houston Medical Center and the Bankers Alley Hotel Nashville, a Tapestry Collection by Hilton. Additionally, we announced two new conversions in the fourth quarter—the Renaissance Pittsburgh Hotel will join Marriott’s Autograph Collection and the Wyndham Pittsburgh University Center will be converted to a Courtyard by Marriott.

Strengthening the balance sheet. Throughout the year, we actively managed our balance sheet by extending debt maturities, recasting our credit facility, and taking advantage of interest rate volatility to enter into swaps, thereby limiting our exposure to rising interest rates. We ended 2023 in a strong financial position with approximately $1.1 billion of liquidity, which provides significant optionality to continue executing on our growth initiatives.

Enhancing shareholder returns. Our balance sheet optionality allowed us to return significant capital to shareholders. During 2023, we repurchased 7.6 million of our common shares at an attractive basis, while simultaneously doubling our quarterly common dividend.

These achievements were underpinned by the continued dedication of our executive leadership team and associates across the organization.

Commitment to ESG

ESG principles have long been embedded in RLJ’s corporate identity. We are committed to fostering diversity and inclusivity in the workplace, demonstrating high ethical standards in the operation of our business and managing our portfolio to reduce climate and other risks along with minimizing our environmental impact. We recognize the importance of ESG to our investors and stakeholders and have strengthened our approach by establishing an internal ESG committee that reports ESG matters directly through our CEO to the Board’s Nominating and Corporate Governance Committee.

Our sustainability strategy aligns our ESG objectives with our commitment to generate long-term shareholder value and is guided by the following principles:

Drive revenue growth by following a disciplined investment strategy and through robust asset management;

Reduce costs and support green growth through investments in energy and water conservation and other sustainability efforts;

Improve our human capital by championing our corporate culture of diversity and inclusivity to boost motivation, attract top talent and retain associates;

Validate our sustainability commitments through external benchmarking and transparent reporting; and

Expand our engagement with our partners, suppliers, and the communities in which we operate.

Engagement with Stakeholders

RLJ seeks to strengthen our ESG efforts through thoughtful engagement with our stakeholders including our shareholders, communities and employees. This engagement ranges from informal conversations and discussions to formal presentations, and they are invaluable opportunities to hear perspectives from our various stakeholders.

Over the course of the year, the team was actively engaged with a significant number of our shareholders. We discussed topics including the post-COVID recovery of lodging fundamentals and the execution of the Company’s long-term strategic initiatives including our ESG progress, strategy and reporting.

MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

Looking Ahead

Overall, 2023 validated our intentional multi-year strategy of repositioning our portfolio into prime urban markets and generating incremental growth through acquisitions and conversions. We believe our portfolio is positioned to exceed industry growth in 2024 and beyond. We thank you for your continued investment in RLJ.

Sincerely,


	Nathaniel A. Davis Lead Independent Trustee

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS | APRIL 26, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders of RLJ Lodging Trust will be held:

				WHEN
	Friday, April 26, 2024 1:00 p.m. Eastern Time

				WHERE
	The meeting will be held in a virtual-only format through a live webcast; you will be able to participate by first registering at http://register.proxypush.com/RLJ

				RECORD DATE
	Shareholders of record at the close of business on Tuesday, March 12, 2024, are entitled to vote

Items of Business

The Annual Meeting will be held for the following purposes:


1	To elect nine trustees, nominated by the Board, named in the Proxy Statement	FOR EACH TRUSTEE NOMINEE	9

2	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	FOR	37
3	To approve, on a non-binding advisory basis, the compensation of our named executive officers	FOR	41
4	To recommend, on a non-binding advisory basis, the frequency of the advisory vote related to the compensation of our named executive officers	1 YEAR	42
	To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting

The Board of Trustees has fixed the close of business on Tuesday, March 12, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Accordingly, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

	This notice and the enclosed Proxy Statement are first being made available to our shareholders on or about Thursday, March 28, 2024.

Bethesda, Maryland

By Order of the Board of Trustees,

Executive Vice President,

General Counsel and Corporate Secretary

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

		YOUR VOTE IS VERY IMPORTANT
		Please cast your vote as soon as possible on each proposal to ensure your shares are represented at the virtual Annual Meeting. If you participate in the virtual meeting, you may change or revoke your proxy and vote at the meeting, if you desire.
		Even if you plan to participate in our virtual Annual Meeting, please read this Proxy Statement carefully and vote as soon as possible using any of the following methods.
		Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the virtual meeting, you must obtain a legal proxy issued in your name from that record holder.

		HOW TO VOTE
		Have your proxy card in hand and follow the instructions.

					BY TELEPHONE Dial toll-free 24/7 1-866-883-3382
					BY INTERNET Visit 24/7 www.proxypush.com/rlj
					BY MAIL Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
		The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 25, 2024. If you vote by phone or electronically, you do not need to return a proxy card.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2024
		This Proxy Statement, our 2023 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2023 are available at http://www.rljlodgingtrust.com/meeting.html.

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