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Get filing alertsPebblebrook expands shareholder rights, allowing trustee removal without cause
Filed June 2, 2026 · Period ending May 29, 2026 · ~1 min read
Key Changes
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Charter amended to let shareholders remove trustees without needing to prove cause, expanding governance rights beyond previous for-cause-only removal. Change effective June 2, 2026.
Item 5.03 view on EDGAR → -
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Shareholders approved declaration amendment with 99.8% support at May 29 annual meeting, one of four routine proposals that all passed.
Item 5.07 verify on EDGAR → -
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All seven trustees re-elected with 95-99% approval; Board member Ron Jackson retired as planned, reducing Board size from eight to seven.
Item 5.02 verify on EDGAR → -
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Say-on-pay vote passed with 91% support; KPMG ratified as auditor with 98% approval.
Item 5.07 verify on EDGAR →
Summary
Pebblebrook Hotel Trust held its 2026 annual shareholder meeting on May 29, filing charter amendments that meaningfully expand investor rights. The most notable change allows shareholders to remove trustees without demonstrating cause—a governance upgrade from the previous for-cause-only standard. This amendment, approved by nearly unanimous shareholder vote (99.8%), became effective June 2, 2026.
The meeting was otherwise routine. All seven trustees standing for election were re-elected with strong support, while longtime Board member Ron Jackson retired as previously announced in February. Rather than fill the seat, Pebblebrook reduced its Board size to seven. Executive compensation received 91% approval in the advisory say-on-pay vote, and KPMG was ratified as auditor.
Retail holders should watch how this expanded removal right affects Board dynamics and responsiveness to shareholder concerns. The change signals management's willingness to strengthen governance, though the practical impact depends on whether activist investors or institutional holders use this new tool.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
on February 6, 2026, Ron E. Jackson notified the Board of Trustees (the “Board”) of Pebblebrook Hotel Trust (the “Company”) that he had decided to retire from the Board effective as of the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). On May 29, 2026, the Annual Meeting was held and Mr. Jackson’s retirement from the Board took effect.
Ron E. Jackson retired from the Board of Trustees effective May 29, 2026, following his February 6, 2026 notification of intent to retire. This was a planned retirement announced in advance and took effect at the 2026 annual shareholder meeting.
Added in current filing · verify on EDGAR →
In connection with Mr. Jackson’s retirement, the size of the Board was decreased to seven trustees.
The Board reduced its size from eight to seven trustees following Mr. Jackson's retirement. The company chose not to fill the vacant seat, resulting in a smaller Board going forward.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual shareholder meeting held May 29, 2026; all proposals passed including trustee elections, auditor ratification, say-on-pay, and declaration amendment.
Added in current filing · verify on EDGAR →
Proposal 4 - approval of an amendment to the Declaration: Votes ForVotes AgainstAbstentionsBroker Non-Votes 103,146,732202,00842,8373,354,374
Shareholders approved an amendment to the Company's declaration of trust with overwhelming support of approximately 99.8% of votes cast. The specific nature of the amendment is not detailed in this filing.
Show 3 minor / wording changes
Added in current filing · view on EDGAR →
Proposal 1 - election of trustees: TrusteeVotes ForVotes AgainstAbstentionsBroker Non-Votes Jon E. Bortz 98,013,1435,338,48239,9523,354,374 Cydney C. Donnell 98,545,0194,806,56239,9963,354,374 Nine P. Jones 103,264,07887,50339,9963,354,374 Phillip M. Miller 98,488,7384,862,85239,9873,354,374 Michael J. Schall 97,254,6116,096,97939,9873,354,374 Bonny W. Simi 99,909,9813,441,61039,9863,354,374 Earl E. Webb 97,905,6565,445,93339,9883,354,374
All seven trustees were re-elected to serve until the 2027 Annual Meeting. Each trustee received over 97 million votes in favor, with Jon E. Bortz receiving the lowest support at approximately 95% of votes cast and Nine P. Jones receiving the highest at over 99% of votes cast.
Added in current filing · verify on EDGAR →
Proposal 2 - ratification of the appointment of independent registered public accountants: Votes ForVotes AgainstAbstentionsBroker Non-Votes 104,704,6881,999,23742,026—
Shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accountants for the year ending December 31, 2026. The proposal passed with approximately 98% approval.
Added in current filing · verify on EDGAR →
Proposal 3 - approval of compensation of named executive officers ("Say-On-Pay"): Votes ForVotes AgainstAbstentionsBroker Non-Votes 93,732,9419,616,28942,3473,354,374
Shareholders approved, in an advisory and non-binding vote, the compensation of the Company's named executive officers. The proposal received approximately 91% support from votes cast.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 2, 2026, the Company filed Articles of Amendment (the “Articles of Amendment”) to the Declaration with the State Department of Assessments and Taxation of Maryland. The Articles of Amendment amended the Declaration to give shareholders the right to remove a trustee without cause in addition to the right to remove a trustee for cause.
The company amended its charter to expand shareholder rights. Previously, shareholders could only remove trustees for cause; now they can remove trustees without needing to demonstrate cause. This change was approved by shareholders as disclosed in the April 17, 2026 proxy statement and became effective June 2, 2026.
Event · Item 9.01 — Financial Statements and Exhibits
Pebblebrook Hotel Trust filed Articles of Amendment to its charter, effective May 29, 2026.
Added in current filing · verify on EDGAR →
Articles of Amendment of Pebblebrook Hotel Trust.
The company filed Articles of Amendment to modify its charter documents. The 8-K does not include the full text of the amendment, so the specific changes to the company's governing documents are not disclosed in this filing. Investors should review the attached exhibit to understand what charter provisions were modified.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify