RLJ Lodging Trust (RLJ) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 24, 2026, in a virtual-only format; shareholders of record as of February 27, 2026, are eligible to vote.

• Portfolio includes 92 hotels with 20,600 rooms across 23 states and D.C., focused on premium-branded, high-margin properties in urban markets.

• 2025 was marked by macroeconomic volatility, including tariffs, reduced international travel, and political unrest, but urban markets outperformed industry RevPAR trends.

• Key initiatives included brand conversions, transformative renovations, balance sheet strengthening, and enhanced shareholder returns through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine trustees, (2) ratification of PricewaterhouseCoopers LLP as auditor for 2026, (3) non-binding advisory vote on executive compensation, and (4) approval of the 2026 Equity Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine trustees, seven of whom are independent; diverse in gender and ethnicity (33% women, 56% ethnically diverse).

• Average trustee tenure is 11 years; five new trustees joined since 2016.

• Separate Chairman and CEO roles; Lead Independent Trustee position established.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Shareholders can amend bylaws by majority vote; opted out of Maryland unsolicited takeover statutes.