Item 1.01 Entry Into a Material Definitive Agreement



On May 27, 2021, the shareholders of Hersha Hospitality Trust (the "Company")
approved an amendment (the "Amendment") to the Amended and Restated Hersha
Hospitality Trust 2012 Equity Incentive Plan (as amended by the Amendment, the
"2012 Plan").
Among other changes, effective May 27, 2021, the Amendment increases the
aggregate number of the Company's class A common shares of beneficial interest,
par value $0.01 per share ("common shares"), that may be issued under the 2012
Plan as stock awards and in settlement of performance shares, dividend
equivalents and LTIP awards by 2,500,000 shares. The Amendment also extends the
expiration of the 2012 Plan from April 16, 2029 to April 16, 2031 and updates
the effective date of the 2012 Plan.
A summary of the material terms and conditions of the 2012 Plan, as amended by
the Amendment, appears under the heading "Proposal Three - Approval of Amendment
to 2012 Equity Incentive Plan" in the Company's Definitive Proxy Statement filed
on April 16, 2021 (the "2021 Proxy Statement"). Such summary is incorporated
herein by reference and is qualified by reference to the actual text of the 2012
Plan, as amended by the Amendment (a copy of which is filed as Appendix A to the
Company's 2021 Proxy Statement and incorporated by reference herein).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information appearing above under Item 1.01 is incorporated by reference
herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2021, the Company held its 2021 annual meeting of shareholders (the
"Annual Meeting"). There were 32,230,887 common shares of the Company
represented in person or by proxy at the meeting, constituting approximately
82.36% of outstanding common shares on March 31, 2021, the record date for the
Annual Meeting. The matters voted upon at the Annual Meeting and the final
results of such voting are set forth below:
Proposal 1: Election of Four Class II Trustees to the Company's Board of
Trustees

                          For           Against       Abstain      Broker Non-Votes
Hasu P. Shah           21,133,509      2,501,645      18,103          8,577,630
Jackson Hsieh          22,311,076      1,325,215      16,966          8,577,630
Dianna F. Morgan       22,231,141      1,403,537      18,579          8,577,630
John M. Sabin          20,074,318      3,556,776      22,163          8,577,630

All trustee nominees were duly elected. Each of the individuals named in the table above will serve as a Class II trustee until the 2023 annual meeting of shareholders and until his or her successor is duly elected and qualified. Proposal 2: Advisory Vote on Executive Compensation



                       For            Against       Abstain      Broker Non-Votes
                    22,005,541       1,587,291      60,425          8,577,630

The proposal was approved on an advisory basis.

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Proposal 3: Approval of the 2012 Equity Incentive Plan




                       For            Against       Abstain      Broker Non-Votes
                    18,044,922       5,547,926      60,409          8,577,630

The proposal was approved. Proposal 4: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021



                        For           Against      Abstain      Broker Non-Votes
                     31,902,564       272,950      55,373             N/A




The appointment was ratified.

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