Item 1.01. Entry Into a Material Definitive Agreement.

On May 19, 2021, the shareholders of Pebblebrook Hotel Trust (the "Company") approved an amendment (the "Amendment") to the Amended and Restated 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (as amended by the Amendment, the "2009 Plan").

Effective May 19, 2021, the Amendment increases the aggregate number of the Company's common shares of beneficial interest, $0.01 par value per share (the "common shares"), that may be issued under the 2009 Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 1,675,000 shares.

A summary of the material terms and conditions of the 2009 Plan, as amended by the Amendment, appears under the heading "Proposal 4: Approval of an Amendment to the 2009 Equity Incentive Plan" in the Company's Definitive Proxy Statement filed on April 1, 2021. Such summary is incorporated herein by reference and is qualified by reference to the actual text of the 2009 Plan, as amended by the Amendment (a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein).

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

On May 19, 2021, the Company convened its 2021 Annual Meeting of Shareholders. The matters on which the shareholders voted were:



(i)the election of the trustees of the Company to serve until its 2022 Annual
Meeting of Shareholders and until their successors are duly elected and
qualified;
(ii)the ratification of the appointment of KPMG LLP to serve as the Company's
independent registered public accountants for the year ending December 31, 2021;
(iii)the approval, in an advisory and non-binding vote, of the compensation of
the Company's named executive officers; and
(iv)the approval of an amendment to the 2009 Equity Incentive Plan.

All of the trustee nominees were elected, the selection of the independent registered public accountants was ratified, the compensation of the Company's named executive officers was approved, and the amendment to the 2009 Equity Incentive Plan was approved. The results of the voting were as set forth below.



Proposal 1 - election of trustees:
Trustee                   Votes For        Votes Against       Abstentions        Broker Non-Votes
Jon E. Bortz             114,406,253         5,617,166            95,539             3,105,721
Cydney C. Donnell        116,324,451         3,699,455            95,052             3,105,721
Ron E. Jackson           116,097,622         3,925,234            96,102             3,105,721
Phillip M. Miller        117,746,292         2,276,585            96,081             3,105,721
Michael J. Schall        116,252,397         3,771,071            95,490             3,105,721
Bonny W. Simi            117,594,510         2,429,446            95,002             3,105,721
Earl E. Webb             116,696,913         3,326,535            95,510             3,105,721



Proposal 2 - ratification of the appointment of independent registered public
accountants:
  Votes For        Votes Against       Abstentions        Broker Non-Votes
 121,464,528         1,662,255            97,896                 -

Proposal 3 - approval of compensation of named executive officers:


  Votes For        Votes Against       Abstentions        Broker Non-Votes
 113,256,770         6,604,313           257,875             3,105,721

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Proposal 4 - approval of an amendment to the 2009 Equity Incentive Plan:

Votes For Votes Against Abstentions Broker Non-Votes


 115,811,837         4,198,348           108,773             3,105,721

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.               Description
  10.1                    Amendment No. 3 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan,
                          as amended and restated effective July 10, 2012, effective May 19, 2021
101.SCH                   Inline XBRL Taxonomy Extension Schema Document
101.DEF                   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB                   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE                   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document)

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