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Chatham Lodging Trust

For the period ended May 6, 2025. Filed Mar 25, 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.

May 6, 2025 · Filed Mar 25, 2025

CLDT$15.50+2.6%Stored close · as of Nov 6, 2026
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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

(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))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under §240.14a-11(c) or §240.14a-12
Chatham 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 the appropriate box):
xNo 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

TABLE OF CONTENTS

Page
Notice of Annual Meeting of Shareholders1
Proxy Statement2
Proposal 1: Election of Trustees4
Nominees for Election at the Annual Meeting5
Board Governance9
Principal Shareholders23
Executive Compensation26
Equity Compensation Plan Information57
Certain Relationships and Related Transactions57
Audit Committee Report58
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm59
Proposal 3: Advisory Approval of Executive Compensation ("Say-on-Pay")60
Proposal 4: Amendment to the Equity Incentive Plan61
Other Matters67
Shareholder Proposals for 202567
General Information68
Appendix A69
Ballot86
ContentsView on SEC.gov

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