HERSHA HOSPITALITY TRUST 2023-2024 Proxy Voting Records

Description as filed by funds: To consider and vote on a proposal to approve the merger of the Company (the "Company Merger") with and into 1776 Portfolio REIT Merger Sub, LLC ("REIT Merger Sub"), a Delaware limited liability company and wholly owned subsidiary of 1776 Portfolio Investment, LLC, a Delaware limited liability company ("Parent"), and the other transactions contemplated by the Agreement and Plan of Merger, dated as of August 27, 2023, by and among Parent, REIT Merger Sub, 1776 Portfolio OP Merger Sub, LP, a Virginia limited partnership and subsidiary of Parent, Hersha Hospitality Limited Partnership, a Virginia limited partnership and subsidiary of the Company, and the Company (the "Merger Proposal")

HERSHA HOSPITALITY TRUST’s own tally for this item (“1. Approval of the merger (the " Company Merger ") of the Company with and into 1776 Portfolio REIT Merger Sub, LLC (" REIT Merger Sub "), a Delaware limited liability company and wholly owned subsidiary of 1776 Portfoli”): 28,708,884 for, 172,106 against — passed, per its Form 8-K filed November 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Merger Proposal was approved by the requisite vote of the Company's shareholders.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 62 asset managers below reported 7,342,297 for, 38,819 abstained.

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

Description as filed by funds: To consider and vote on a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

HERSHA HOSPITALITY TRUST’s own tally for this item (“3. Approval of any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal. Adjournment of the Special M”): 26,999,884 for, 1,852,615 against, per its Form 8-K filed November 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 6,513,418 for, 806,450 against, 38,819 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers in connection with the Company Merger.

HERSHA HOSPITALITY TRUST’s own tally for this item (“2. Approval of, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Company Merger (the " Advisory Compensation Proposal ”): 11,936,360 for, 16,650,445 against — failed, per its Form 8-K filed November 8, 2023 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The Advisory Compensation Proposal did not receive the requisite vote of the Company's shareholders and was therefore not approved.”
Support: 42% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 60 managers: 953,784 for, 6,394,581 against, 10,322 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 129 managers: 6,338,993 for, 10,038,886 against, 10,322 abstained. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 1 managers: 22,181 against.

Institutional-manager reports, all 4 managers: 116,230 for, 472,625 against.