Ashford Hospitality Trust (AHT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2026, with voting on key proposals and director elections.

• The hotel portfolio includes 68 hotels with 16,500 rooms, showing resilience despite industry headwinds in 2025.

• Financial initiatives included a $580 million refinancing, elimination of corporate-level debt, and $421 million in hotel sales to improve liquidity.

• The "GRO AHT" initiative delivered $40 million in EBITDA improvement, targeting $50 million through operational efficiencies.

• A Special Committee was formed to evaluate strategic alternatives due to a persistent gap between portfolio and market value.

Voting matters and shareholder proposals

• Proposals include election of six directors, advisory approval of executive compensation, ratification of BDO USA, P.C. as auditor, and approval of Amendment No. 6 to the 2021 Stock Incentive Plan.

• Shareholders of record as of March 16, 2026, are eligible to vote.

• Voting can be done in person, by mail, telephone, or internet.

Board of directors and corporate governance

• Board consists of six nominees, with a majority being independent directors.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Related Party Transactions, all composed of independent directors.

• Chairman and CEO roles are separated; Vice Chairman and Lead Director have defined authority.

• Board diversity includes gender and ethnic representation, and a mix of skills in finance, governance, and hospitality.

• Annual board and committee self-evaluations and robust director orientation and continuing education programs.