Chatham Lodging Trust (CLDT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, to elect six trustees, ratify the auditor, and hold a say-on-pay vote.

• Shareholders of record as of March 16, 2026, are eligible to vote; proxy materials distributed primarily via internet.

• Board recommends voting FOR all proposals, including trustee nominees, auditor ratification, and executive compensation.

• Quorum requires a majority of common shares present in person or by proxy; each share has one vote.

Voting matters and shareholder proposals

• Proposal 1: Election of six trustees for one-year terms.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be received by December 1, 2026.

Board of directors and corporate governance

• Board consists of six trustees, five of whom are independent; average tenure is seven years.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Corporate Sustainability and Responsibility.

• Lead independent trustee and annual board self-evaluations; no staggered board.

• Shareholders have the right to amend bylaws; no poison pill in place.

• Majority voting policy for uncontested trustee elections; robust conflicts of interest policy.