Pebblebrook Hotel Trust (PEB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, with shareholders voting on key proposals including trustee elections, auditor ratification, executive compensation, and a governance amendment.

• The company owns 44 hotels and resorts in major U.S. cities and resort markets, focusing on upper-upscale and luxury properties.

• Proxy materials are available electronically, and shareholders are encouraged to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven trustees, ratifying KPMG LLP as independent auditors, approving executive compensation (say-on-pay), and amending the declaration of trust to allow removal of trustees without cause.

• The board recommends voting in favor of all proposals.

• The amendment to allow removal of trustees without cause requires a two-thirds majority.

Board of directors and corporate governance

• The board will reduce to seven members after a planned retirement; 86% of trustees will be independent.

• Board refreshment policy maintains average independent trustee tenure at 12 years or less.

• The board has robust governance practices, including proxy access, annual elections, majority voting, and no poison pill.

• Diversity is emphasized: 43% of trustees are female, 14% are African-American/Black.

• Lead Trustee and regular executive sessions ensure independent oversight.