Announcement • Jul 26
Ashford Inc. Announces Demise of W. Michael Murphy, Member of Board of Directors Ashford Inc. announced that Mr. W. Michael Murphy, a member of its Board of Directors, passed away on July 24, 2024. Mr. Murphy had a distinguished career in the hotel industry and has been a key member of the Company's Board of Directors, serving since August 2018. Prior to serving on the board of Ashford Inc., Michael served on the board of Braemar Hotels & Resorts from 2013 to 2015 and he served on the board of Ashford Hospitality Trust from 2003 to 2013. Announcement • Apr 03
Ashford's Board of Directors Approves Plan to Terminate Registration of Common Stock Ashford Inc. (‘Ashford’ or the ‘Company’) announced that a Special Committee of independent and disinterested directors has recommended, and its Board of Directors has approved, a plan to terminate the registration of the Company's common stock under the federal securities laws following the completion of a proposed reverse stock split transaction (the ‘Reverse Stock Split’) immediately followed by a forward stock split transaction and to delist its shares of common stock from trading on the NYSE American LLC (the ‘NYSE American’) (the ‘Proposed Transaction’). It is expected that this plan would be initiated in the summer of 2024, subject to Ashford's stockholders approving the Proposed Transaction at a Special Meeting of Stockholders to be held for that purpose. Ashford is taking these steps to avoid the substantial cost and expense of being a public reporting company and to focus the Company's resources on enhancing long-term stockholder value. The Company anticipates savings exceeding $2,500,000 on an annual basis as a result of the Proposed Transaction. Without its public company status, Ashford would have an ongoing cost structure befitting its current and foreseeable scale of operations, and its management would be able to focus on long-term growth without an undue emphasis on short-term financial results. The purpose of the reverse stock split is to (i) help Ashford reduce and maintain below 300 record holders of its common stock, which is the level at which SEC public reporting obligations are required, (ii) offer liquidity to smaller stockholders at $5.00 per share without a brokerage commission, and (iii) provide all stockholders the opportunity to vote on this matter. Among the factors considered by Ashford's Board of Directors were: the significant ongoing costs and management time and effort involved in the Company remaining a public company, including the preparation and filing of periodic and other reports with the SEC and compliance with Sarbanes-Oxley Act and other applicable requirements; the limited trading volume and liquidity of the Company's common stock; the business and operations of the Company are expected to continue substantially as presently conducted, except without the burden of public company costs; enabling the Company's stockholders with the smallest holdings, who represent a large number of the record holders of Company's common stock, to liquidate their holdings in the Company's common stock and receive a premium over current market prices without incurring brokerage commissions; the determination of Oppenheimer, independent fairness opinion provider to the Special Committee, that the Proposed Transaction consideration for the fractional shares is fair from a financial point of view to the unaffiliated stockholders; and as a result of the deregistration and delisting, the ability of the Company's management and employees to focus their time, effort and resources on the Company's long-term growth and increasing long-term stockholder value. Subject to regulatory clearance of the Company's proxy statement to be filed relating to the Proposed Transaction and stockholder approval thereof, it is anticipated that the Company would initiate its plan to terminate the registration of its common stock shortly after the Special Meeting of Stockholders, which is expected to be held in the summer of 2024. Approval of the Reverse Stock Split requires a majority vote cast of the Company's common stock (taking into account the Company's Series D Convertible Preferred Stock on an as-converted basis) at the Special Meeting. (A ‘majority vote’ means that more votes have been cast for a proposal than against it, and abstentions and broker non-votes, if any, will not be considered as votes cast). Announcement • Mar 29
Ashford Inc., Annual General Meeting, May 15, 2024 Ashford Inc., Annual General Meeting, May 15, 2024, at 09:30 Central Daylight. Location: 14185 Dallas Parkway, Suite 1200 Dallas, Texas 75254 Dallas United States Agenda: To Election of six directors; to consider Advisory approval of our executive compensation; to consider Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2024; to consider Approval of Amendment No. 2 to the Ashford Inc. 2014 Incentive Plan; and to consider transaction of any other business that may properly come before the annual meeting. 
