RLJ Lodging Trust (RLJ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 25, 2025, in a virtual-only format; shareholders of record as of March 6, 2025, are eligible to vote.

• Portfolio includes 95 hotels with 21,200 rooms across 23 states and D.C., focused on premium-branded, high-margin, urban hotels.

• 2024 saw top-quartile RevPAR growth, strong urban market performance, and 3.2% total revenue growth.

• Strategic initiatives included hotel conversions, acquisitions, and a strengthened balance sheet with over $900 million in liquidity.

• Shareholder returns enhanced via $22 million in share repurchases and a 50% increase in quarterly dividend.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine trustees, (2) ratification of PricewaterhouseCoopers LLP as auditor for 2025, and (3) non-binding advisory approval of executive compensation.

• Board recommends voting FOR all proposals and nominees.

• Shareholder proposals for the 2026 meeting must be submitted by November 14, 2025.

Board of directors and corporate governance

• Board consists of nine trustees, seven of whom are independent; average tenure is 10 years, with 67% contributing to gender/ethnic diversity.

• Separate Chairman and CEO roles; Lead Independent Trustee position established.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Board refreshment and diversity are emphasized, with five new trustees in the last nine years.

• Shareholders can amend bylaws by majority vote; opted out of Maryland takeover statutes.