Chatham Lodging Trust

1. 1

   Election of Trustees

   ManagementBoard: FOR

   Elect six trustees (Edwin B. Brewer, Jr.; Jeffrey H. Fisher; David Grissen; Mary Beth Higgins; Rolf E. Ruhfus; and Ethel Isaacs Williams) to serve one-year terms until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve, on an annual basis, the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy. Management seeks this annual approval to demonstrate shareholder support for its pay framework and to inform future compensation decisions; the Board has committed to consider the outcome when setting pay. The Company’s pay program emphasizes pay-for-performance: a formulaic cash bonus with objective financial metrics (room revenue, gross operating profit and adjusted FFO per share) and long-term incentives substantially weighted toward performance-based LTIP units tied to relative TSR versus lodging/reit peers, with an absolute TSR modifier to reduce payouts if absolute TSR is negative. Governance safeguards described by management include clawback policy, share ownership guidelines, anti-hedging/pledging rules, double-trigger change-in-control protections for LTIP vesting, independent Compensation Committee oversight and independent compensation consultants. The proxy highlights that a majority of prior shareholders supported say-on-pay (approximately 98% in 2025), indicating strong past alignment, and management points to recent actions—dividend increases, a $25 million repurchase program, debt reduction and targeted asset sales—as operational context supporting compensation outcomes. While the vote is advisory and does not compel changes, a negative vote would trigger a board/committee review to identify causes and respond, potentially altering plan design or disclosures. For institutional evaluators, key risks include concentrated executive influence (CEO is also Chairman and majority owner of the company’s manager, IHM), the use of relative TSR (which can reward market-wide movements), and related-party management fees paid to IHM; mitigation factors include independent trustees, independent committee oversight, detailed performance metrics, and disclosed conflict-of-interest policies. Overall, the proposal presents shareholders with a mechanism to endorse or signal concerns about the Company's compensation philosophy, the balance of short- and long-term incentives, and alignment with shareholder returns; management’s rationale and governance features are presented to justify a FOR recommendation.

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When is the Chatham Lodging Trust 2026 annual meeting?

Chatham Lodging Trust (CLDT) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Chatham Lodging Trust 2026 meeting?

The record date for the Chatham Lodging Trust 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Chatham Lodging Trust's 2026 meeting?

The board is presenting 6 director nominees at the Chatham Lodging Trust 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Chatham Lodging Trust 2026 meeting?

Shareholders will vote on 3 proposals at the Chatham Lodging Trust 2026 meeting, each tagged with who proposed it and the board's recommendation.