DiamondRock Hospitality Co
For the period ended May 1, 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.
May 1, 2024 · Filed Mar 28, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ý 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)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
DiamondRock Hospitality Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check all boxes that apply)
| ý | No fee required |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 28, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 annual meeting of stockholders of DiamondRock Hospitality Company, a Maryland corporation, to be held on Wednesday, May 1, 2024 at 10:00 a.m. Eastern Time. The annual meeting will be held entirely via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/DRH2024, where you will be able to listen to the meeting live, submit questions and vote. Please see the “Questions and Answers About the Annual Meeting” section of this proxy statement for more details regarding the logistics of the virtual annual meeting, including the ability of stockholders to submit questions, and technical details and support related to accessing the virtual platform for the annual meeting.
The attached proxy statement, accompanied by the notice of the meeting, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the affairs of DiamondRock Hospitality Company by voting on the matters described in this proxy statement. We hope that you will be able to attend the meeting.
Your vote is important. Whether or not you plan to attend the meeting, please complete the enclosed proxy card and return it as promptly as possible or authorize a proxy to vote your shares by calling the toll-free telephone number or via the Internet. The enclosed proxy card contains instructions regarding all three methods of voting. If you attend the meeting, you may continue to have your shares voted as you have previously instructed or you may withdraw your proxy and vote your shares in person at the meeting.
We look forward to seeing you at the meeting.
Sincerely,
Mark W. Brugger
President & Chief Executive Officer
2 Bethesda Metro Center, Suite 1400, Bethesda, MD 20814
To Our Shareholders
| Notice of Annual Meeting of StockholdersDate:Wednesday, May 1, 2024Time:10:00 a.m., ETPlace: Via live audio webcast | The 2024 annual meeting of stockholders of DiamondRock Hospitality Company, a Maryland corporation, will be held on Wednesday, May 1, 2024 at 10:00 a.m. Eastern Time, via live audio webcast that can be accessed by visiting: www.virtualshareholdermeeting.com/DRH2024. The 2024 annual meeting of stockholders will be held for the following purposes: | ||
|---|---|---|---|
| To elect eight directors nominated by our Board of Directors, each to serve until the next annual meeting of our stockholders and until their respective successors are duly elected and qualify; | |||
| To approve on a non-binding, advisory basis, our named executive officer compensation; | |||
| To ratify the appointment of KPMG LLP as independent auditors of DiamondRock Hospitality Company for the fiscal year ending December 31, 2024; | |||
| To approve a new equity incentive plan for DiamondRock Hospitality Company; and | |||
| To consider and act upon any other matters that may properly come before the annual meeting and at any postponement or adjournment thereof. | |||
| You may vote if you were a stockholder of record as of the close of business on March 8, 2024. If you do not plan to attend the meeting and vote your shares of common stock at the meeting, please authorize a proxy to vote your shares in one of the following ways:•Use the toll-free telephone number shown on your proxy card (this call is toll-free if made in the United States or Canada);•Go to the website address shown on your proxy card and authorize a proxy via the Internet; or•Mark, sign and date the enclosed proxy card and promptly return it in the postage-paid envelope.Any proxy may be revoked at any time prior to its exercise at the annual meeting.By Order Of The Board Of DirectorsWilliam J. TennisCorporate SecretaryMarch 28, 2024 | |||
| VOTEImportant Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 1, 2024 .The proxy statement and annual report to stockholders are available at www.proxyvote.com | |||
Table of Contents
| Page | |
|---|---|
| Questions And Answers About The Annual Meeting | 1 |
| Proposal 1: Election Of Directors | 5 |
| Proposal 2: Non-Binding, Advisory Vote On Executive Compensation | 15 |
| Proposal 3: Ratification Of The Appointment of KPMG As Independent Auditors | 17 |
| Proposal 4: Approval Of 2024 Equity Incentive Plan | 18 |
| Corporate Governance Principles And Board Matters | 27 |
| Our Board of Directors and Its Committees | 29 |
| Consideration of Director Nominees | 32 |
| Communications with our Board of Directors | 36 |
| Other Corporate Governance Matters | 36 |
| Director Compensation | 40 |
| Cash Compensation | 41 |
| Equity Compensation | 42 |
| Expenses and Perquisites | 42 |
| Stock Ownership Policy for Directors | 42 |
| Compensation Discussion And Analysis | 43 |
| Executive Summary | 43 |
| Compensation Committee Procedures, Compensation Consultant, Input of Named Executive Officers on Compensation and Stockholder Advisory Resolution | 47 |
| Compensation Elements | 50 |
| Severance Agreements | 55 |
| Discussion of Certain Compensation Polices | 55 |
| Compensation Committee Report On Executive Compensation | 58 |
| Executive Officer Compensation Summary | 59 |
| Information About Our Independent Accountants | 73 |
| Audit Committee Report | 75 |
| Principal And Management Stockholders | 76 |
| Other Matters | 79 |
| Appendix | A-1 |
Proxy Statement
This proxy statement and the enclosed proxy card are being mailed to stockholders on or about March 28, 2024 and are furnished in connection with the solicitation of proxies by the Board of Directors of DiamondRock Hospitality Company, a Maryland corporation (“DiamondRock,” the “Company” or “us”), for exercise at the 2024 annual meeting of our stockholders to be held on Wednesday, May 1, 2024 at 10:00 a.m. Eastern Time via live audio webcast that can be accessed by visiting: www.virtualshareholdermeeting.com/DRH2024, and at any postponement or adjournment thereof.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.