Pebblebrook Hotel Trust
For the period ended Apr 7, 2025. Filed Apr 7, 2025.
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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 7, 2025 · Filed Apr 7, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx 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)) |
| x | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
| Pebblebrook Hotel 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 the appropriate box): | |
| x | 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. |
Dear Shareholder:
Our 2025 Annual Meeting of Shareholders will be held on Friday, May 23, 2025, at 9:00 a.m. Eastern Time, at the offices of Hunton Andrews Kurth LLP, 2200 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20037.
The attached Notice of 2025 Annual Meeting of Shareholders and proxy statement provide important information about the Annual Meeting and the business to be conducted there, and at any adjournment or postponement thereof. At the Annual Meeting we will ask you to elect our nominees to the Board of Trustees, to ratify the appointment of our independent registered public accountants, to approve executive compensation, and to approve an amendment to the 2009 Equity Incentive Plan. These proposals are described in detail in the attached Notice and proxy statement.
Your vote is important to us. We urge you to read these documents carefully. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone, by Internet or by completing, signing, dating, and returning your proxy card. Instructions for these convenient ways to vote are set forth on the enclosed proxy card.
Thank you for your continued support.
Sincerely,
Jon E. Bortz
Chief Executive Officer and Chairman of the Board
4747 Bethesda Avenue, Suite 1100Bethesda, Maryland 20814
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
| DATE: | Friday, May 23, 2025 |
|---|---|
| TIME: | 9:00 a.m. Eastern Time |
| PLACE: | Hunton Andrews Kurth LLP, 2200 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20037 |
| RECORD DATE: | March 7, 2025 |
| ITEMS OF BUSINESS: | • Election of Trustees to serve until our 2026 annual meeting of shareholders and until theirsuccessors are duly elected and qualified |
| • Ratification of the appointment of KPMG LLP as our independent registered public accountantsfor the year ending December 31, 2025 | |
| • Advisory vote approving the compensation of our named executive officers | |
| • Approve an amendment to the 2009 Equity Incentive Plan | |
| • Consider and act upon any other business that may be properly brought before the annual meeting |
BY ORDER OF THE BOARD OF TRUSTEES:
Raymond D. Martz
Secretary
HOW TO VOTE
Your vote is important to us. You are eligible to vote and receive notice of the Annual Meeting if you were a shareholder of record of our common shares of beneficial interest (“Common Shares”) at the close of business on the record date of March 7, 2025. A majority of the Common Shares entitled to vote at the Annual Meeting must be present in person or by proxy for us to proceed with the Annual Meeting. You can vote either in person at the Annual Meeting or by proxy as follows:
If your shares are held by a broker, bank, or other nominee (i.e., in “street name”), you will receive instructions from your broker, bank or other nominee which you must follow in order to have your Common Shares voted by proxy.
If your shares are owned directly with our transfer agent, Equiniti Trust Company, you are a registered shareholder and may vote by proxy through one of the following methods:
| Visit www.proxyvote.com to vote prior to 11:59 p.m. Eastern Time the day before the meeting. | Call 1-800-690-6903 to vote prior to 11:59 p.m. Eastern Time the day before the meeting. | Complete and mail your proxy card so that it is received before the meeting date. |
|---|
You may revoke your proxy at any time before it is voted at the Annual Meeting by notifying the Secretary in writing, submitting a proxy dated later than your original proxy or attending the Annual Meeting and voting in person.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING. Our 2025 Proxy Statement and our 2024 Annual Report to Shareholders are available atwww.pebblebrookhotels.com. On or about April 7, 2025, we expect to begin providing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which will indicate how to access our proxy materials on the Internet. If you receive the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.
PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| About Pebblebrook Hotel Trust | 1 |
| Annual Meeting Information | 1 |
| Notice of Electronic Availability of Proxy Materials | 1 |
| Proposals | 2 |
| Proposal 1: Election of Trustees | 2 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accountants | 2 |
| Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers | 3 |
| Proposal 4: Approval of an Amendment to the 2009 Equity Incentive Plan | 3 |
| Corporate Governance Information | 9 |
| Corporate Governance Highlights | 10 |
| Focus on Shareholder Rights | 11 |
| Independence of Trustees | 12 |
| Board Meetings | 12 |
| Board Leadership Structure | 12 |
| Corporate Sustainability and Responsibility | 12 |
| Board Committees | 15 |
| Risk Management Oversight | 16 |
| Communications with the Board, Lead Trustee, Independent Trustees and Audit Committee | 16 |
| Conflicts of Interest and Related Party Transactions | 16 |
| Trustee Information | 17 |
| Trustee Nominees | 17 |
| Process for Selecting Trustees | 21 |
| Process for Shareholders to Recommend Trustee Nominees | 22 |
| Trustee Compensation | 22 |
| Audit Information | 23 |
| Audit Committee Report | 23 |
| Fee Disclosure | 24 |
| Pre-Approval Policy | 25 |
| Named Executive Officer Information | 26 |
| Compensation Information | 27 |
| Compensation Committee Report | 27 |
| Compensation Discussion and Analysis (“CD&A”) | 27 |
| Summary Compensation Table | 39 |
| Grants of Plan-Based Awards Table | 40 |
| Outstanding Equity Awards at Fiscal Year-End Table | 41 |
| Option Exercises and Shares/Units Vested Table | 41 |
| Equity Compensation Plan Information | 42 |
|---|---|
| Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies | 42 |
| Termination Payments Table | 46 |
| Double-Trigger Cash Stay Bonus | 47 |
| Compensation Committee Interlocks and Insider Participation | 47 |
| CEO Pay Ratio | 47 |
| Pay Versus Performance | 47 |
| Security Ownership Information | 51 |
| Security Ownership of Certain Beneficial Owners | 51 |
| Security Ownership of Management (Executive Officers and Trustees) | 52 |
| General Information | 52 |
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