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 (Date of earliest event reported): ~~June~~September 179, 2022

WATERMARK LODGING TRUST, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Maryland

(State or ~~other~~Other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation)

000-55461 (Commission File Number)	46-5765413 (IRS Employer Identification No.)
150 N. Riverside Plaza Chicago, Illinois (Address of principal executive offices)	60606 (Zip code)
150 N. Riverside Plaza Chicago, Illinois (Address of Principal Executive Offices)	60606 (Zip Code)

Registrant's telephone number, including area code: (847) 482-8600

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report): Not Applicable

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: None.

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 ¨

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 5.0207 ~~Departure of~~Submission ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Matters ~~Appointment~~to ofa ~~Certain~~Vote ~~Officers; Compensatory Arrangements~~ of ~~Certain~~Security ~~Officers~~Holders.

InOn ~~connection with~~September ~~the~~9, ~~previously~~2022, ~~announced acquisition of~~ Watermark Lodging Trust, Inc. (~~the~~ "~~Company~~WLT") byheld ~~private~~a ~~real~~special ~~estate~~meeting ~~funds~~of ~~managed by~~stockholders ~~affiliates~~(the "Special Meeting"). As of ~~Brookfield~~the ~~Asset~~close ~~Management~~of ~~Inc.~~business on ~~(the~~June ~~"Mergers")~~14, 2022, the ~~Company~~record ~~has~~date ~~implemented~~for ~~certain~~the ~~employment~~Special ~~arrangements~~Meeting, ~~that~~there ~~are~~were ~~described~~approximately in229,163,176 ~~the~~shares ~~definitive~~of ~~proxy~~WLT ~~statement~~common ~~with~~stock ~~respect~~outstanding and entitled to vote at the ~~Mergers~~Special ~~filed~~Meeting. ~~by the~~Set ~~Company~~forth ~~with~~below are the ~~Securities~~final ~~and~~voting ~~Exchange~~results ~~Commission~~from onthe ~~June~~Special ~~15, 2022.~~Meeting:

~~The~~1. To consider ~~Company~~and ~~has~~vote ~~adopted~~on ana ~~amended~~proposal to approve the merger of Ruby Merger Sub I LLC with and ~~restated~~into ~~retention~~WLT (the “merger”), contemplated by the Agreement and ~~severance~~Plan ~~plan~~of Merger, ~~effective~~dated ~~June 17~~as of May 6, 2022 (~~the~~as ~~"Amended~~may ~~Plan"),~~be ~~for~~amended ~~certain~~from ~~employees~~time ~~other~~to ~~than~~time, the ~~Company's~~“merger ~~chief~~agreement”), ~~executive~~by ~~officer.~~and ~~The~~among ~~Amended~~the ~~Plan~~Company, ~~supersedes~~CWI in2 ~~its~~OP, ~~entirety~~LP, the ~~Company's~~Parent ~~prior~~Entities ~~employee~~named ~~retention~~therein, ~~and~~Ruby ~~severance~~Merger ~~plan,~~Sub ~~which~~I ~~became effective~~LLC onand ~~November~~Ruby ~~10,~~Merger ~~2021~~Sub II LP (the ~~"Prior Plan"~~“merger proposal”).

Under the retention portion of the Amended Plan, senior management will be entitled to (i) cash awards payable on the earlier of (x) the 18-month anniversary of the commencement of the Prior Plan and (y) the three-month anniversary of a change in control transaction involving the Company, including the Mergers, and (ii) cash awards payable within 90–180 days of either (x) the closing of the Mergers and (y) the termination of the Agreement and Plan of Merger, dated as of May 6, 2022, relating to the Mergers. Retention awards payable to the Company's named executed officers under the Amended Plan are $1,450,000 for Mr. Brendan Medzigian and $1,300,000 for Mr. Samuel Zinsmaster. These amounts include $550,000 and $400,000 that were originally awarded to Messrs. Medzigian and Zinsmaster, respectively, under the Prior Plan.

For		Against		Abstain
118,500,335		5,588,355		5,092,972

~~Under the~~The ~~severance~~merger ~~portion~~proposal ofwas the Amended Plan, senior management will be entitled to a cash payment equal to one times their annual base salary and target annual bonus if (x) they are terminated without cause, (y) they resign voluntarily with good reason or (z) they resign voluntarily for any reason within 30 days following the 90th- or 180th-day anniversary of the closing of the Mergersapproved. Severance awards payable to the Company's named executive officers are $866,667 for Mr. Brendan Medzigian and $800,000 for Mr. Zinsmaster (unchanged from the Prior Plan) and $900,000 that will be awarded to each of Messrs. Medzigian and Zinsmaster under the Amended Plan.

~~Certain~~2. To ~~employees~~consider ~~who are not members of senior management will also participate in the Amended Plan~~ and ~~will~~vote beon ~~eligible to receive (i)~~ a ~~cash retention~~proposal ~~award~~to ~~payable~~approve, on ~~the~~a ~~earlier of (x) the 18~~non-~~month~~binding, ~~anniversary~~advisory ~~of the commencement of the Amended Plan and (y) the three-month anniversary of a change in control transaction involving the Company~~basis, ~~excluding~~ the ~~Mergers,~~compensation ~~and~~that ~~(ii)~~may abe ~~cash~~paid ~~payment~~or ~~equal~~become payable to ~~(x) 4 months of their annual base salary plus a prorated target annual bonus and (y) 4 months of continued participation in the Company~~WLT's ~~health~~ ~~plan,~~named ifexecutive ~~they~~officers ~~are~~that ~~terminated~~is ~~under~~based ~~specified~~on ~~circumstances~~or ~~within~~otherwise 12relates ~~months~~to ~~after~~the amerger ~~change in control transaction involving~~ (the ~~Company, including~~“advisory ~~the~~compensation ~~Mergers~~proposal”).

The Company entered into an amendment to the employment agreement of Mr. Michael Medzigian, dated June 21, 2022, which provides that if (i) the Mergers are completed and (ii) Mr. Medzigian is (x) terminated without cause, (y) resigns for good reason or (z) resigns following the 3-month period after the closing of the Mergers, Mr. Medzigian will receive (a) the maximum severance amount of $7,531,875 and (b) medical and dental insurance benefits for 18 months at the same cost as other employees of the Company.

For		Against		Abstain
103,667,689		16,185,572		9,328,401

IfThe ~~the~~advisory ~~Mergers~~compensation ~~are~~proposal ~~consummated,~~was ~~the Company will provide a tax gross-up payment to each of Messrs~~approved. Michael Medzigian, Brendan Medzigian and Zinsmaster if any of them receives, or will receive, transaction-based payments that trigger excise taxes in connection with the consummation of the Mergers under Section 4999 of the Internal Revenue Code of 1986, as amended, the amount of which will be sufficient to put each such individual in the net after-tax position that he would have been in had such excise taxes not become due and payable; provided that the maximum gross-up payment for Mr. Michael Medzigian will be $3 million.

~~The~~3. To ~~foregoing~~consider ~~description~~and ofvote ~~the~~on ~~Amended~~a ~~Plan~~proposal ~~and~~to ~~the~~approve ~~amended~~any ~~employment~~adjournment ~~agreement~~of ~~set~~the ~~forth~~special ~~under~~meeting ~~this~~for ~~Item~~the ~~5.02~~purpose isof ~~not~~soliciting ~~complete~~additional ~~and~~proxies isif ~~subject~~there ~~to,~~are ~~and~~not ~~qualified~~sufficient invotes ~~its~~at ~~entirety~~the byspecial ~~reference~~meeting to, approve the ~~full~~merger ~~text~~proposal of (the ~~documents,~~"adjournment ~~which are attached hereto as Exhibits 10~~proposal").~~1 and 10.2 and incorporated herein by reference.~~

For		Against		Abstain
116,432,504		6,977,379		5,771,779

The adjournment proposal was approved.

Item 7.01 Regulation FD Disclosure.

On September 12, 2022, WLT issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein, and the foregoing description is qualified by the complete press release.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and the information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description ~~of Exhibit~~
10.1		Watermark Lodging Trust, Inc. Amended and Restated Employee Retention and Severance Plan.*
99.1		Press release issued on September 12, 2022.
10.2		Amended and Restated Employment Agreement, dated June 21, 2022, between Watermark Lodging Trust, Inc. and Michael G. Medzigian.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation SForward-~~K because~~Looking ~~it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential.~~Statements

The forward-looking statements contained in this communication, including statements regarding the proposed transaction and the timing and benefits of such transaction, are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements contained herein are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the merger and the timing of the closing of the merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the merger will not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response of business partners and competitors to the announcement of the transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the transaction, (iv) the possible failure of the Company to maintain its qualification as a REIT, and (v) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time, including those discussed under the heading “Risk Factors” in the Company's most recently filed Annual Report on Form 10-K/A, as updated by subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance upon forward-looking statements.

SIGNATURES

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

Date: June 24, 2022	Watermark Lodging Trust, Inc.
		Watermark Lodging Trust, Inc.
	By:	/s/ Michael G. Medzigian
Date:	September 12, 2022	By:	/s/ Michael G. Medzigian
		~~Michael G. Medzigian~~	Michael G. Medzigian
		Chairman and Chief Executive Officer
			Chairman, Chief Executive Officer and President

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