Pebblebrook Hotel Trust

8-K · peb-20260529.htm iXBRL

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 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): May 29, 2026

 PEBBLEBROOK HOTEL TRUST
 (Exact name of registrant as specified in its charter)

 Maryland   001-34571   27-1055421
 (State or other jurisdiction   (Commission   (I.R.S. Employer
 of incorporation)   File Number)   Identification No.)

 4747 Bethesda Avenue , Suite 1100 , Bethesda , Maryland
 20814
 (Address of principal executive offices) (Zip Code)

 Registrant’s telephone number, including area code: ( 240 )  507-1300

 Not Applicable
 Former name or former address, if changed since last report

 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))

 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Shares, $0.01 par value per share PEB New York Stock Exchange
 Series E Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PE New York Stock Exchange
 Series F Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PF New York Stock Exchange
 Series G Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PG New York Stock Exchange
 Series H Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PH New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐  
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 As previously disclosed, 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. In connection with Mr. Jackson’s retirement, the size of the Board was decreased to seven trustees.
 Item 5.07. Submission of Matters to a Vote of Security Holders.
 On May 29, 2026, the Company convened the Annual Meeting. The matters on which the shareholders voted were:
 (i) the election of the trustees of the Company to serve until its 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified;
 (ii) the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2026;
 (iii) the approval, in an advisory and non-binding vote, of the compensation of the Company's named executive officers; and
 (iv) the approval of an amendment to the Company's declaration of trust (the “Declaration”).
 The results of the voting were as set forth below.

 Proposal 1 - election of trustees:

 Trustee Votes For Votes Against Abstentions Broker Non-Votes
 Jon E. Bortz 98,013,143 5,338,482 39,952 3,354,374
 Cydney C. Donnell 98,545,019 4,806,562 39,996 3,354,374
 Nine P. Jones 103,264,078 87,503 39,996 3,354,374
 Phillip M. Miller 98,488,738 4,862,852 39,987 3,354,374
 Michael J. Schall 97,254,611 6,096,979 39,987 3,354,374
 Bonny W. Simi 99,909,981 3,441,610 39,986 3,354,374
 Earl E. Webb 97,905,656 5,445,933 39,988 3,354,374

 Proposal 2 - ratification of the appointment of independent registered public accountants:

 Votes For Votes Against Abstentions Broker Non-Votes
 104,704,688 1,999,237 42,026 —

 Proposal 3 - approval of compensation of named executive officers ("Say-On-Pay"):

 Votes For Votes Against Abstentions Broker Non-Votes
 93,732,941 9,616,289 42,347 3,354,374

 Proposal 4 - approval of an amendment to the Declaration:

 Votes For Votes Against Abstentions Broker Non-Votes
 103,146,732 202,008 42,837 3,354,374

 Item 8.01. Other Events.
 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. Shareholders approved a proposal for the amendment as disclosed in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 17, 2026.

 The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, which are hereby incorporated by reference hereinto and filed as Exhibit 3.1 to this Current Report on Form 8-K.
 Item 9.01. Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit No. Description
 3 .1
 Articles of Amendment of Pebblebrook Hotel Trust.
 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.

   PEBBLEBROOK HOTEL TRUST 
    
 June 2, 2026
 By:   /s/ Raymond D. Martz
   Name:   Raymond D. Martz
     Title:   Co-President, Chief Financial Officer, Treasurer and Secretary