AHT-D Ashford Hospitality Trust Inc

On March 17, 2022, Ashford Hospitality Trust, Inc. (the “Company”), by unanimous written consent of its board of directors, adopted Amendment No. 4 to the Second Amended and Restated Bylaws of the Company (the “Bylaw Amendment”) for purposes of reducing the quorum required solely for the 2022 annual meeting of the Company’s stockholders (the “Quorum Requirement”). The Bylaw Amendment reduced the Quorum Requirement solely for the 2022 annual meeting from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law. Retail brokers have recently adopted policies whereby they will not cast discretionary votes (including auditor ratification) in the absence of retail shareholder instructions. As an increased number of retail holders have become stockholders in the Company, the amount of shares represented in person or by proxy for purposes of the quorum requirement has steadily declined. In order to ensure a sufficient quorum and allow the Company to hold the 2022 annual meeting, the Company is decreasing the quorum requirement solely for the 2022 annual meeting.

The Bylaw Amendment is effective as of March 17, 2022. The above description of the Bylaw Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bylaw Amendment, which is attached hereto as Exhibit 3.1. Additionally, the new text added by the amendment is marked in bold as set forth below.

Section 6. Quorum.

At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority (but solely for the 2022 annual meeting of stockholders and any postponement or adjournment thereof, at least one third) of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

The full text of the complete bylaws as amended is attached hereto as Exhibit 3.2.