INNSUITES HOSPITALITY TRUST
For the period ended Jul 7, 2025. Filed Jul 7, 2025.
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Jul 7, 2025 · Filed Jul 7, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Fiscal 2025 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 Thursday August 14, 2025, 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 2028 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, 2026. (listed as Proposal No. 2 on the Proxy Card); |
| 3. | Approval of the compensation of our named executive officers on an advisory basis (“Say-on-Pay”) (listed as Proposal No. 3 on the Proxy Card); |
| 4. | Advisory vote as to whether you prefer a vote to advise us on the compensation of our named executive officers every year, every two years, or every three years (“Say-on-Pay Frequency”) (listed as Proposal No. 4 on the Proxy Card); |
| 5. | 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 3, 2025 are entitled to vote at the 2025 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, 2025 | |
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, 2025
The Proxy Statement, Proxy Card and Annual Report on Form 10-K for the Fiscal Year
ended January 31, 2025 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 | 8 |
| Other Executive Officers | 10 |
| Board Committees | 12 |
| Compensation of Trustees and Executive Officers | 17 |
| Certain Transactions | 22 |
| Certain Information Concerning the Trust | 25 |
| Other Matters | 27 |
| Other Information | 27 |
InnSuites Hospitality Centre
1730 E. Northern Avenue, Suite 122
Phoenix, Arizona 85020
PROXY STATEMENT
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