PEB Pebblebrook Hotel Trust - 8-K

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

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