Pebblebrook Hotel Trust (PEB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 23, 2025, with shareholders voting on trustee elections, auditor ratification, executive compensation, and an amendment to the 2009 Equity Incentive Plan.

• The company owns 46 hotels and resorts in major U.S. cities and resort markets, focusing on upper-upscale and luxury properties.

• Proxy materials are available electronically, and shareholders are encouraged to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven trustees, ratifying KPMG LLP as independent auditors, approving executive compensation (say-on-pay), and amending the Equity Incentive Plan to increase share authorization and extend its term.

• The board recommends voting in favor of all proposals.

• Shareholders have proxy access and the right to propose bylaw amendments under a 3/3/20/20 model.

Board of directors and corporate governance

• The board consists of seven trustees, six of whom are independent; all committees are composed solely of independent trustees.

• The board is non-classified, with annual elections and a majority voting standard.

• Lead Trustee and robust annual self-assessment processes are in place.

• Diversity: 29% female, 14% African-American/Black; 83% of non-executive trustees have over 10 years' tenure.