UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland		001-31775		86-1062192
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS employer identification number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas		75254
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (972) 490-9600

Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

     (a) Ashford held its Annual Meeting of Stockholders on May 18, 2010.

     (b) Stockholders were asked to vote on two proposals: the election of directors and the ratification of Ernst & Young LLP as the Company’s auditors for 2010. Final votes regarding the election of seven directors for terms expiring at the 2011 annual meeting of stockholders are set forth below. Accordingly, each director nominee was elected for a one year term.

										ABSTENTIONS
										AND
										BROKER
		FOR				WITHHELD				NON-VOTES
Archie Bennett Jr.			42,718,462				2,000,977				7,745,018
Monty J. Bennett			42,719,120				2,000,319				7,745,018
Benjamin J. Ansell MD			35,796,332				8,923,107				7,745,018
Thomas E. Callahan			43,829,249				890,190				7,745,018
Martin L. Edelman			41,533,233				3,186,206				7,745,018
W. Michael Murphy			34,542,097				10,177,342				7,745,018
Phillip S. Payne			36,943,350				7,776,089				7,745,018

     Final votes on the ratification of the appointment of Ernst &Young LLP as independent auditors of Ashford to serve for the 2010 calendar year are set forth below. Accordingly, the appointment of Ernst & Young LLP was approved.

				ABSTENTIONS
				AND
				BROKER
FOR		AGAINST		NON-VOTES
50,951,615		1,369,276		143,566

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 19, 2010