UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2025
Commission File Number 1-07062
INNSUITES HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
| Ohio | 34-6647590 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
InnSuites Hospitality Centre
1730 E. Northern Avenue, Suite 122
Phoenix, AZ 85020
(Address of principal executive offices)
Registrant’s telephone number, including area code: (602) 944-1500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Shares of beneficial interest without par value | IHT | NYSE-American |
Emerging growth company ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting of Shareholders of InnSuites Hospitality Trust held on August 14, 2025, 7,172,442 shares were present in person or by proxy, which represented a quorum. Set forth below are the final voting results for the proposals submitted to a vote of the shareholders.
Election of Trustees:
| Nominee | Votes For | Votes Against | Abstentions | |||||||||
| James F. Wirth | 6,797,769 | 8,556 | 366,117 | |||||||||
| Leslie (Les) T. Kutasi | 6,446,530 | 353,235 | 372,677 | |||||||||
Ratification of the BCRG Group as the InnSuites Hospitality Trust Independent Registered Public Accountants:
| Nominee | Votes For | Votes Against | Abstentions | |||||||||
| Ratification of the BCRG Group | 7,124,341 | 359 | 47,742 | |||||||||
Approval for Executive Officers Compensation:
| Nominee | Votes For | Votes Against | Abstentions | |||||||||
| Approval of Executive Officers Compensation | 6,796,412 | 2,948 | 373,082 | |||||||||
Approval of Frequency for Executive Officers Compensation (“Say-on-Pay” Frequency):
| Nominee | Votes For 3 Years | Votes For 2 Years | Votes For 1 Year | Abstentions | ||||||||||||
| Approval of Frequency for Executive Officers Compensation (“Say-on-Pay Frequency”) | 6,369,568 | 41,182 | 392,149 | 4,052 | ||||||||||||
On August 14, 2025, the Shareholders of the Trust approved the ratification of the BCRG Group as the Independent Registered Public Accountants for InnSuites Hospitality Trust. Also on August 14, 2025, the Shareholders of the Trust approved the compensation for our named Executive Officers. Additionally, on August 14, 2025, the Shareholders of the Trust selected the Frequency of every three years for our named Executive Officers, (“Say-on-Pay Frequency”). The Trustee Nominee for the 2026 Annual Shareholder Meeting will be Steven S. Robson.
Item 8.01 Other Events.
The Board of Trustees for InnSuites Hospitality Trust announced a semi-annual Dividend Declaration of $0.01 per share, which was paid on August 7, 2025, to shareholders of record as of July 25, 2025. This announcement continues an uninterrupted 55-year history of annual dividends. InnSuites hotel operations remain strong, while seeking multiple diversification projects with a potential high-risk, high-reward opportunity.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| InnSuites Hospitality Trust | ||
| By: | /s/ James F. Wirth | |
| James F. Wirth | ||
| Chairman and Chief Executive Officer | ||
| Date: August 14, 2025 | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |