Apple Hospitality REIT, Inc.
For the period ended Mar 31, 2026. Filed Apr 2, 2026.
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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.
Mar 31, 2026 · Filed Apr 2, 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,
In 2025, we celebrated our 25-year history in the lodging industry and the 10-year anniversary of our listing on the New York Stock Exchange. Throughout our history, owning high-quality hotels with low debt, empowering our employees, supporting hotel associates, caring for our guests, and leading with the highest standards of governance and ethics have been integral to our financial success and our ability to drive long-term value for our shareholders. We believe that travel connects us, inspires us and has the power to bring people together in meaningful ways.Dedicated to being responsible stewards of capital, we successfully executed on a variety of strategic initiatives during 2025 to further optimize our portfolio, drive performance across our hotels and maximize long-term value for our shareholders. During the year, we acquired two hotels, opportunistically sold seven hotels, repurchased nearly five million of our own common shares 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. Our differentiated strategy of owning a portfolio of high-quality, rooms-focused hotels diversified across markets and demand generators, aligned with industry-leading brands and operated by best-in-class management companies has been proven across economic cycles. Combined with the strength and flexibility of our balance sheet, 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 our future.
Justin G. KnightChief Executive Officer and Director
Apple Hospitality has always incorporated strong governance practices, prioritizing integrity, transparency, accountability and responsibility, to align with the best interests of our stakeholders and advance our mission of enhancing long-term shareholder value. Our Board of Directors includes individuals who represent a mix of viewpoints, experiences and backgrounds, leading our Company with a wealth of experience in finance, investing, business strategy, real estate, hospitality, corporate responsibility and risk management. Through our Nominating and Corporate Governance Committee, Board composition and skillsets are assessed annually to ensure that each director’s expertise remains relevant to the Company’s success and objectives. The refreshment process for our Board of Directors is designed to align directors’ capabilities with the Company’s long-term strategic objectives. This process has resulted in the timely addition of new independent directors and the refinement of committee composition, bringing fresh perspectives to our governance process while maintaining a strong core institutional knowledge.
Each of our corporate team members plays an important role in the overall success of Apple Hospitality. We aim to provide an inspiring, inclusive workplace, where employees feel valued, empowered and encouraged to make positive differences within the Company and throughout their communities, with a belief that the most successful management provides clear leadership while empowering the team to make timely and responsible decisions and to take actions necessary to achieve exceptional operating results. In addition to attractive benefits, competitive compensation and a supportive work environment, following shareholder approval in 2025, we are pleased to offer our employees an employee stock purchase plan to further advance a culture of shared success and align our team with the best interests of our shareholders.
Our portfolio of hotels is one of the largest and most geographically diverse portfolios of rooms-focused hotels in the United States, spanning 84 markets in 37 states and the District of Columbia. Dedicated to the well-being of our guests, our teams deliver outstanding accommodations and service while remaining mindful of our impact on the environment and the many communities our hotels serve. Together with Marriott, Hilton, 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.
Since 2017, our employee-led charitable initiative, Apple Gives, has been positively impacting our local community and the many communities our hotels serve, further advancing the achievement of our corporate philanthropic goals. Guided by worthy causes that are important to our employees and our management companies, our outreach through Apple Gives is wide. Each year, our incredible teams come together in remarkable ways, offering their time and resources, to support numerous charitable organizations and help others in need.
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. As we look ahead to our future, we are confident that through our strategy, intentionally designed to mitigate risks of investing in the lodging industry and maximize operating results through all market conditions, we are well positioned for continued outperformance.
Sincerely,
Justin G. Knight
Chief Executive Officer and Director
Notice of the 2026 Annual Meeting of Shareholders
to be Held on Friday, May 22, 2026
| When Friday, May 22, 20269:00 A.M. Eastern Time | Where Courtyard and Residence InnRichmond Downtown1320 East Cary StreetRichmond, Virginia 23219 | Record Date March 23, 2026 |
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
| 2026 PROPOSALS | Board Recommends | For More Information |
|---|---|---|
| Proposal 1: Election of eight (8) 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 2026. | For | pg. 27 |
| Proposal 3: Consideration of an advisory vote regarding the approval of compensation paid to certain executive officers by the Company. | For | pg. 33 |
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 23, 2026 (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 2025 Annual Report on Form 10-K, which includes the Company's audited consolidated financial statements for the year ended December 31, 2025 (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 tosendmaterial@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 2, 2026. 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 2, 2026
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 | 20 |
| Board of Directors | 20 |
| Code of Ethics | 20 |
| Corporate Governance Guidelines | 20 |
| Risk Oversight | 20 |
| Shareholder Communications | 21 |
| Share Ownership Guidelines | 21 |
| Insider Trading Policy | 21 |
| Hedging and Pledging of Company Securities | 22 |
| Compensation Recovery Policy | 22 |
| Board Self-Evaluation | 22 |
| Committees of the Board and Board Leadership | 23 |
| Summary | 23 |
| Board Leadership | 24 |
| Audit Committee Independence | 24 |
| Board Meetings, Attendance and Related Information | 24 |
| Independent Director Sessions | 24 |
| 2025 Compensation of Directors | 25 |
| Compensation of Non-Employee Directors | 25 |
| Non-Employee Director Deferral Program | 25 |
| Reimbursements to Directors in 2025 | 26 |
| Employee Directors | 26 |
| Director Compensation | 26 |
| Proposal 2. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm | 27 |
| Audit Committee Report | 29 |
| Executive Officers | 30 |
| Proposal 3. Advisory Vote On Executive Compensation Paid by the Company | 33 |
| Compensation Discussion and Analysis | 34 |
| Key Executive Compensation Practices | 35 |
| Advisory Vote on Executive Compensation | 36 |
| Pay for Performance Philosophy | 36 |
| General Philosophy and Objectives | 37 |
| Role of the Compensation Committee | 37 |
| Role of the Chief Executive Officer | 38 |
| Compensation Consultant | 38 |
| Peer Group Information | 38 |
| Elements of Executive Compensation | 39 |
| Perquisites and Other Benefits | 44 |
| Ownership Requirements | 44 |
| Limits on Tax Deductibility of Executive Compensation | 44 |
| 2026 Incentive Compensation | 44 |
| Special Note Regarding Non-GAAP Financial Measures | 45 |
|---|---|
| Compensation Committee Report | 46 |
| Compensation Committee Interlocks and Insider Participation | 46 |
| Executive Compensation | 47 |
| Summary Compensation Table | 47 |
| Grants of Plan-Based Awards | 48 |
| 2025 Option Exercises and Stock Vested | 49 |
| Outstanding Equity Awards at Fiscal Year End | 49 |
| Compensation Plans | 49 |
| No Tax Gross-Up Payments | 52 |
| Potential Payments upon Termination or Change in Control | 53 |
| Equity Compensation Plan Information | 54 |
| Pay Ratio Disclosure | 55 |
| Pay Versus Performance | 56 |
| Ownership of Certain Beneficial Owners and Management | 61 |
| Certain Relationships and Agreements | 63 |
| Cost Sharing with Related Entities | 63 |
| Information about the Annual Meeting and Voting | 64 |
| General | 64 |
| Solicitation of Proxies | 65 |
| Other Matters | 65 |
| Other Matters for the 2026 Annual Meeting of Shareholders | 65 |
| Matters to be Presented at the 2027 Annual Meeting of Shareholders | 65 |
| Householding of Proxy Materials | 66 |
| Exhibit 1. Non-GAAP Financial Measures | 67 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.