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

Date of ~~report~~Report (Date of earliest event reported): April 8 9, 2020

Carey Watermark Investors Incorporated

(Exact Name of Registrant as Specified in its Charter)

Maryland

Maryland
(State or Other Jurisdiction of Incorporation)
000-54263		26-2145060
(Commission File Number)		(IRS Employer Identification No.)

50 Rockefeller Plaza, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 492-1100

~~(State~~Check orthe ~~Other~~appropriate ~~Jurisdiction~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Incorporation~~the registrant under any of the following provisions (see General Instruction A.2 below):

000-54263		26-2145060
(Commission File Number)		(IRS Employer Identification No.)
50 Rockefeller Plaza, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 492-1100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0702 — ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnThe ~~April 8,~~information ~~2020,~~set ~~Carey~~forth ~~Watermark~~in ~~Investors~~the seventh ~~Incorporated~~paragraph ~~(“CWI 1”) held a special meeting~~ of ~~its~~Item ~~stockholders (the “Special Meeting”)~~2.01 As of ~~January 7, 2020,~~this ~~the~~Current ~~record~~Report ~~date~~on ~~for the Special Meeting, there were approximately 142,855,112.405 shares of CWI~~Form 18-K ~~common~~is ~~stock~~incorporated ~~outstanding and~~herein ~~entitled~~by ~~to receive notice of and vote at the Special Meeting~~reference. ~~Set forth below are the final voting results from the Special Meeting. The stockholders considered and voted upon the following proposals:~~

1.Item ~~To approve the business combination of CWI 1 and Carey Watermark Investors~~ 2 Incorporated (“CWI 2”), which will be effected through a merger of Apex Merger Sub LLC, a wholly owned subsidiary of CWI 2, with and into CWI 1 (the “merger”), as a result of which each issued and outstanding share of CWI 1 common stock will be converted into the right to receive 0.~~9106~~01 ~~shares~~— ofCompletion ~~CWI 2 Class A common stock, pursuant to the Agreement and Plan~~ of ~~Merger,~~Acquisition ~~dated~~or asDisposition of October 22, 2019 (as may be amended from time to time, the “merger agreement”), by and among CWI 1, CWI 2 and Apex Merger Sub LLC, and the other transactions contemplated by the merger agreement (“the CWI 1 merger proposal”)Assets.

For		Against		Abstain
73,140,515		1,841,927		3,356,093

Merger

~~The~~On ~~CWI~~April 13, 2020, Carey Watermark Investors Incorporated, a Maryland corporation (“CWI 1”) announced that it has filed articles of merger ~~proposal~~with ~~was~~the ~~approved~~Maryland State Department of Assessments and Taxation (the “SDAT”) and completed the previously announced merger (the “merger”) of Apex Merger Sub LLC, a Maryland limited liability company (“Merger Sub”) wholly owned by Carey Watermark Investors 2 Incorporated, a Maryland corporation (“CWI 2” or, following the completion of the merger, the “combined company”), with and into CWI 1, effective as of April 13, 2020, pending confirmation of the SDAT's acceptance of the articles of merger.

2.After Togiving ~~approve~~effect anto ~~amendment~~the ofmerger, CWI 1’s became ~~charter~~a towholly ~~eliminate~~owned ~~the~~subsidiary ~~procedural~~of ~~and~~CWI 2. ~~substantive~~The ~~requirements~~merger ~~applicable~~was toeffected ~~“roll-up~~pursuant ~~transactions,”~~ to bethe ~~effective~~Agreement ~~only~~and ~~upon~~Plan ~~CWI~~of 1Merger, ~~stockholder~~dated ~~approval~~ as of ~~the~~October ~~CWI~~22, 12019 ~~merger~~(as ~~proposal~~amended, (the “~~CWI~~merger agreement”), by and among CWI 1, ~~charter~~CWI 2, ~~amendment~~and ~~proposal”)~~Merger Sub.

For		Against		Abstain
78,473,176		1,988,232		3,733,449

In accordance with the merger agreement, at the effective time of the merger (the “effective time”) each issued and outstanding share of the CWI 1’s common stock (or fraction thereof), $0.001 par value per share (“CWI 1 common stock”), was converted into the right to receive 0.9106 shares (the “exchange ratio”) of validly issued, fully paid and nonassessable shares of CWI 2’s Class A common stock, $0.001 par value per share (“CWI 2 Class A common stock”). Also at the effective time, all CWI 1 RSUs outstanding and unvested immediately prior to the effective time were converted into a CWI 2 restricted stock unit with respect to a whole number of shares of CWI 2 Class A common stock equal to (i) the number of shares of CWI 1 common stock subject to such unvested CWI 1 RSU, multiplied by (ii) the exchange ratio.

The foregoing descriptions of the merger agreement and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the merger agreement. A copy of the merger agreement and amendments were attached as Exhibit 2.1 to CWI 1’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 22, 2019, and Exhibit 2.1 ~~charter~~to ~~amendment~~CWI 1’s ~~proposal~~Current ~~was~~Report ~~approved~~on Form 8-K filed with the SEC on March 31, 2020, and the terms thereof are incorporated herein by reference.

3.Completion ~~To consider and vote on any adjournment~~ of ~~the Special Meeting, including a motion to adjourn the meeting to solicit additional proxies to approve any of the proposals above (the “CWI 1 adjournment proposal”).~~Internalization

For		Against		Abstain
78,303,103		1,886,547		4,005,207

Immediately following the effective time of the merger, and pending confirmation of the SDAT's acceptance of the articles of merger, the internalization of the management of the combined company (the “internalization”) was consummated pursuant to the Internalization Agreement, dated as of October 22, 2019 (as amended, the “internalization agreement”), by and among CWI 1, CWI OP, LP (“CWI OP”), CWI 2 OP, LP (“CWI 2 OP”), W. P. Carey Inc. (“WPC”), Carey Watermark Holdings, LLC (“SGP 1”), CLA Holdings, LLC, Carey REIT II, Inc., WPC Holdco LLC, Carey Watermark Holdings 2, LLC (“SGP 2”), Carey Lodging Advisors, LLC (the “Advisor”), Watermark Capital Partners, LLC (“Watermark Capital”), CWA, LLC (the “CWI 1 Subadvisor”), and CWA2, LLC (the “CWI 2 Subadvisor”).

~~Stockholder~~In ~~action~~accordance onwith the internalization agreement, CWI OP and CWI 2 OP redeemed the special general partnership interests held by SGP 1 ~~adjournment~~and ~~proposal~~SGP ~~was~~2 ~~not~~in ~~required~~CWI ~~because~~OP ~~there~~and ~~were~~CWI ~~sufficient~~2 ~~votes~~OP, atrespectively (the “redemption”). As consideration for the ~~time~~redemption and the other transactions contemplated by the internalization agreement, CWI 2 or CWI 2 OP (as applicable) issued equity consisting of (x) 2,840,549 shares of CWI 2 Class A common stock, to affiliates of WPC, (y) 1,300,000 shares of CWI 2 Series A preferred stock, $0.001 par value per share, to affiliates of WPC, with a liquidation preference of $50.00 per share ($65,000,000 in the aggregate), and (z) 2,417,996 ~~Special~~limited ~~Meeting~~partnership units in CWI 2 OP, to ~~approve~~affiliates of Watermark Capital. Following the ~~other~~redemption, ~~proposals~~SGP 1 and SGP 2 have no further liability or obligation pursuant to the limited partnership agreements of CWI OP or CWI 2 OP, respectively.

~~Item~~Immediately 7following the redemption, the existing advisory agreements, as amended, between CWI 1 or CWI 2 (as applicable) and the Advisor, and the existing sub-advisory agreements, as amended, between the Advisor and the CWI 1 Subadvisor or the CWI 2 Subadvisor (as applicable), were automatically terminated.01 —The ~~Regulation~~secured FDcredit ~~Disclosure~~facilities entered into by CWI OP or CWI 2 OP (as applicable) as borrower, and CWI 1 or CWI 2 (as applicable) as guarantor, with WPC as lender, each matured at the time of the expiration of such existing advisory agreements and the applicable loan agreements and loan documents were terminated. Neither CWI 1 nor CWI 2 had any outstanding obligations under the respective facilities.

OnThe ~~April 9,~~foregoing ~~2020,~~descriptions ~~CWI 1~~of ~~and~~the ~~CWI 2~~internalization ~~issued~~agreement aand ~~joint~~the ~~press~~transactions ~~release~~contemplated ~~announcing~~thereby ~~the~~do ~~final~~not ~~voting~~purport ~~results~~to ofbe ~~the~~complete ~~Special~~and ~~Meeting~~are subject to and ~~the~~qualified ~~special~~in ~~meeting~~their ofentirety by ~~CWI 2~~reference ~~stockholders~~to the internalization agreement. A copy of the ~~press~~internalization ~~release~~agreement iswas attached ~~hereto~~ as Exhibit 992.2 to CWI 1’s ~~and~~Current isReport ~~incorporated~~on ~~herein~~Form 8-K byfiled ~~reference~~with ~~solely~~the ~~for~~SEC ~~purposes~~on October 22, 2019, and the terms thereof are incorporated ofherein ~~this~~by ~~Item 7~~reference.~~01 disclosure.~~

~~The information furnished under this~~ Item ~~7.01~~ ~~of this Current Report on Form 8-K, including Exhibit 99~~3.1,03 ~~shall~~— ~~not~~Material beModification ~~deemed~~ to beRights ~~“filed” for purposes~~ of ~~Section 18~~Security ~~of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section~~Holders.

The information set forth in Item 92.01 ~~Financial~~of this ~~Statements~~Current ~~and~~Report ~~Exhibits~~on Form 8-K is incorporated herein by reference.

~~(d) Exhibits~~Item 5.01 — Changes in Control of Registrant.

Exhibit No.		Description
99.1		Press release dated April 9, 2020

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Forward-Looking~~Item ~~Statements~~5.02 — Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~This~~In ~~communication contains~~connection ~~forward-looking~~with ~~statements within~~ the ~~meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934~~merger, ~~both as~~Charles ~~amended by the Private Securities Litigation Reform Act of 1995~~S. ~~The forward-looking statements include, among other things,~~ ~~statements regarding the intent~~Henry, ~~belief~~Michael orD. ~~expectations~~Johnson ~~of CWI 1 or CWI 2~~ and ~~can~~Simon beM. ~~identified~~Turner byresigned ~~the~~as ~~use~~directors of ~~words~~CWI 1 such as “may,” “will,” “should,” “would,” “will be,” “will continue,” “will likely result,” “believe,” “project,” “expect,” “anticipate,” “intend,” “estimate” and ~~other~~were ~~comparable~~appointed ~~terms. The forward-looking statements include but are not limited~~ to ~~statements~~serve ~~regarding: projections~~ as todirectors ~~the anticipated benefits~~ of the ~~proposed transaction; the ability to close the proposed transaction; the strategic~~ ~~rationale and transaction benefits; the~~ combined company’s corporate strategy and capital structure; the ability to execute future liquidity transactions including a public listing or initial public offering; and estimated or future economic performance and results, ~~including~~effective ~~the~~as ~~amount and timing~~ of ~~any~~immediately ~~future~~following ~~cost~~the ~~savings,~~effective ~~synergies, dividends, profitability, distribution coverage, reduction of indebtedness, asset sales and estimated future growth~~time.

~~The~~Item ~~statements are based on the current expectations, estimates, assumptions and projections of CWI 1’s and CWI 2’s management~~5.03 ~~It is~~— ~~important~~Amendments to ~~note~~Articles ~~that actual results could be materially different from those projected in such forward-looking statements. There are a number~~ of ~~risks~~Incorporation ~~and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown~~ or ~~unpredictable~~Bylaws; ~~factors~~Change could also have material adverse effects on CWI 1’s or CWI 2’s business, financial condition, liquidity, results of operations, earnings metrics, funds from operations (“FFO”) metrics, and prospects. You should exercise caution in ~~relying~~Fiscal ~~on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions~~Year. Information on factors that could impact actual results and cause them to differ from what is anticipated in these forward-looking statements is included in CWI 1’s and CWI 2’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including but not limited to those described in the Joint Proxy Statement/Prospectus dated January 13, 2020, as supplemented from time to time, in Item 1A. Risk Factors in CWI 1’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 15, 2019, and in Item 1A. Risk Factors in CWI 2’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020. Moreover, because CWI 1 and CWI 2 operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this filing, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, CWI 1 and CWI 2 do not undertake to revise or update any forward-looking statements.

~~SIGNATURES~~The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Pursuant~~On April 9, 2020, CWI 1 filed an amendment to ~~the~~its ~~requirements~~Articles of Incorporation (the ~~Securities~~“charter ~~Exchange~~amendment”) ~~Act~~ with the SDAT, effective as of ~~1934~~April 9, ~~Carey~~2020. The charter ~~Watermark~~amendment ~~Investors~~eliminates ~~Incorporated~~the ~~has~~procedural ~~duly~~and ~~caused~~substantive ~~this~~requirements ~~Report~~applicable to be“roll-up ~~signed~~transactions.” onThe charter ~~its~~amendment ~~behalf~~was byapproved ~~the~~on ~~undersigned~~April 8, ~~thereunto~~2020 at a special meeting of CWI’s stockholders. Confirmation of the SDAT’s ~~duly~~acceptance ~~authorized~~of the charter amendment is pending.

	Carey Watermark Investors Incorporated
Date: April 9, 2020	By:	/s/ Susan C. Hyde
		Susan C. Hyde
		Chief Administrative Officer and Corporate Secretary

The foregoing description of the charter amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the charter amendment. A copy of the charter amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 —

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Articles of Amendment of Carey Watermark Investors Incorporated

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Carey Watermark Investors Incorporated has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Carey Watermark Investors Incorporated

Date: April 13, 2020	By:	/s/ Susan C. Hyde
		Susan C. Hyde
		Chief Administrative Officer and Corporate Secretary

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