INNSUITES HOSPITALITY TRUST
For the period ended Jul 3, 2024. Filed Jul 3, 2024.
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Jul 3, 2024 · Filed Jul 3, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 ☒
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 Pursuant to Rule 14a-12 |
INNSUITES HOSPITALITY 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Fiscal 2024 Annual Meeting of Shareholders of InnSuites Hospitality Trust (the “Trust”) will be held at the InnSuites Hospitality Trust corporate offices located at 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020 (phone: 602-944-1500) on Wednesday August 14, 2024, at 1:00 P.M., local time, for the purpose of considering and acting upon the following matters:
| 1. | The election of the Trustees named in this proxy statement and recommended by the Board of Trustees to hold office until the Fiscal 2027 Annual Meeting of Shareholders and until their respective successors shall be duly elected and qualified (listed as Proposal No. 1 on the Proxy Card); |
| 2. | To ratify the appointment of BCRG Group, Certified Public Accountants & Consultants, Inc. (“BCRG”) as the independent registered public accounting firm of the trust for the year ending January 31, 2025. (listed as Proposal No. 2 on the Proxy Card); |
| 3. | To ratify the discharge and limit of the personal liability of the members of the Board of the Trustees and Officers from any and all liability in respect of their actions and omissions, during any and all prior Fiscal Years, including the most recently concluded Fiscal Year 2024, ending January 31, 2024, (listed as Proposal No. 3 on the Proxy Card); |
| 4. | The transaction of any other business that may properly come before the meeting and any adjournments or postponements thereof. |
Shareholders of the Trust of record at the close of business on July 5, 2024 are entitled to vote at the 2024 Annual Meeting of Shareholders and any adjournments or postponements thereof.
| By order of the Board of Trustees | |
| /s/ MARC E. BERG | |
| Phoenix, Arizona | Secretary |
|---|---|
| July 9, 2024 | |
Shareholders are requested to complete, date, sign and return the enclosed Proxy Card in the envelope provided, which requires no postage if mailed in the United States.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on August 14, 2024
The Proxy Statement, Proxy Card and Annual Report on Form 10-K for the Fiscal Year
ended January 31, 2024 are available at our Internet website at www.innsuitestrust.com.
Table of Contents
| Proxy Solicitation | 4 |
|---|---|
| General Information | 4 |
| Election of Trustees | 5 |
| Approval of the Ratification of BCRG Group | 6 |
| Board of Trustees and Executive Officers | 7 |
| Other Executive Officers | 8 |
| Board Committees | 10 |
| Compensation of Trustees and Executive Officers | 13 |
| Certain Transactions | 18 |
| Certain Information Concerning the Trust | 21 |
| Other Matters | 23 |
| Other Information | 23 |
InnSuites Hospitality Centre
1730 E. Northern Avenue, Suite 122
Phoenix, Arizona 85020
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.