Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
On
The Board adopted the Rights Agreement in response to recent volatility of the stock market and trading of the Common Shares. The Rights Agreement is intended to protect the Company and its stockholders from efforts to obtain control or rapid share accumulations that are inconsistent with the best interests of the Company and its stockholders. The Board believes that the Rights Agreement will help ensure that the Board remains in the best position to discharge its fiduciary duties to the Company and its stockholders. The Rights Agreement has not been adopted in response to any specific takeover bid or other proposal to acquire control of the Company.
Distribution Date? Exercisability? Expiration
Initially, the Rights will be attached to all Common Share and Series D Preferred Share certificates and no separate certificates evidencing the Rights ("Right Certificates") will be issued. The Rights Agreement provides that, until the Distribution Date (as defined below), or earlier expiration or redemption of the Rights, (i) the Rights will be transferred with and only with the Common Shares and the Series D Preferred Shares, (ii) new Common Share and the Series D Preferred Shares certificates issued after the Record Date or upon transfer or new issuance of Common Shares and Series D Preferred Shares will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Shares or Series D Preferred Shares outstanding as of the Record Date, even without such notation or a copy of the Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares or the Series D Preferred Shares represented by such certificate. The Rights would separate and begin trading separately from the Common Shares and the Series D Preferred Shares, and Right Certificates will be caused to evidence the rights on the earlier to occur of (i) 10 business days following a public announcement, or the public disclosure of facts indicating, that a person or group of affiliated or associated persons has acquired Beneficial Ownership (as defined below) of 10% or more of the outstanding Common Shares (with certain exceptions as described below, an "Acquiring Person") (or, in the event an exchange is effected in accordance with Section 24 of the Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) 10 business days (or such later date as may be determined by action of the Board prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the outstanding Common Shares (the earlier of such dates, the "Distribution Date"). As soon as practicable after the Distribution Date, the Company will prepare and cause the Right Certificates to be sent to each holder of record as of the close of business on the Distribution Date.
Acquiring Person shall not include (i) the Company, (ii) any subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any subsidiary of
the Company, (iv) any entity or trustee holding (or acting in a fiduciary
capacity in respect of) Common Shares for or pursuant to the terms of any such
employee benefit plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any subsidiary of the
Company, (v)
"Beneficial Ownership" shall include (i) any securities such person or any of such person's affiliates or associates beneficially owns, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act, (ii) except under limited circumstances, securities such person or any such person's affiliates or associates has the right or obligation to acquire or the right to vote pursuant to any agreement, arrangement or understanding, (iii) any securities which are beneficially owned, directly or indirectly, by any other person (or any affiliate or associate of such other person) with which such first person or any of such first person's affiliates or associates has (A) formed, or is acting together as, a group for the purposes of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii) of Section 1.4.2 of the Rights Agreement) or disposing securities of the Company, regardless of whether such persons are party to any written or unwritten agreement, arrangement or understanding, (B) shared information about an upcoming Schedule 13D filing (or amendment thereto) that such person and/or such first person and/or their respective affiliates and associates will be required to make, to the extent such information is not yet public and communicated with the purpose of causing others to make purchases, and such person and/or first person and/or their respective affiliates and associates subsequently purchases the Company's securities based on such information, (C) entered into any pooling arrangement, whether formal or informal, written or unwritten, (D) engaged in activities undertaken with the purpose or effect of changing or influencing control of the Company or in connection with or as a participant in any transaction having such purpose or effect, or (E) taken concerted actions related to the Company's equity securities where such person and such first person are directly or indirectly obligated to take such concerted action, and (iv) any securities which are the subject of, or the reference securities for, or that underlie, any Derivative Interest (as defined in the Rights Agreement) of such person or any of such person's affiliates or associates, with the number of Common Shares deemed beneficially owned being the notional or other number of Common Shares specified in the documentation evidencing the Derivative Interest as being subject to be acquired upon the exercise or settlement of the Derivative Interest or as the basis upon which the value or settlement amount of such Derivative Interest is to be calculated in whole or in part or, if no such number of Common Shares is specified in such documentation, as determined by the Board to be the number of Common Shares to which the Derivative Interest relates.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on
As of
Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal Year.
In connection with the adoption of the Rights Agreement referenced in Item 3.03
above, the Board approved the Certificate of Designation establishing the
Preferred Shares and the rights, preferences and privileges thereof. The
Certificate of Designation was filed with the Secretary of State of the
Prior to filing with the Secretary of State of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Designation of Series F Preferred Stock ofAshford Inc. , as filed with the Secretary of State of theState of Nevada onAugust 30, 2022 . 3.2 Certificate of Withdrawal of Certificate of Designation of Series E Preferred Stock ofAshford Inc. , as filed with the Secretary of State of theState of Nevada onAugust 30, 2022 . 4.1 Rights Agreement, datedAugust 30, 2022 , betweenAshford Inc. andComputershare Trust Company, N.A. , as Rights Agent, which includes the Form of Certificate of Designation of Series F Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B, and the Summary of Rights as Exhibit C. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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