Summit Hotel Properties, Inc 8-K, filed May 14, 2020
Summit Hotel Properties, Inc. (INN)
About this 8-K
Summit Hotel Properties, Inc filed this 8-K on May 14, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrants’ telephone number, including area code)
Not applicable
(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:
| 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 |
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2020, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 98,061,999 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 93.23% of the outstanding shares of common stock on March 6, 2020, 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: To elect six directors to the Company’s Board of Directors.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Daniel P. Hansen | 90,000,050 | 2,977,680 | 527,692 | 4,556,577 | ||||||||||||
| Bjorn R.L. Hanson | 73,680,937 | 19,660,548 | 163,937 | 4,556,577 | ||||||||||||
| Jeffrey W. Jones | 92,608,771 | 677,645 | 219,006 | 4,556,577 | ||||||||||||
| Kenneth J. Kay | 92,399,389 | 888,314 | 217,719 | 4,556,577 | ||||||||||||
| Thomas W. Storey | 91,503,453 | 1,784,304 | 217,665 | 4,556,577 | ||||||||||||
| Hope S. Taitz | 91,415,028 | 1,874,545 | 215,849 | 4,556,577 | ||||||||||||
All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the Company’s 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified.
Proposal 2: To ratify the appointment of Ernst & Young LLP.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 97,812,944 | 83,160 | 165,895 | N/A | |||||||||||
At the Annual Meeting, stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Proposal 3: To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 89,874,008 | 3,414,395 | 217,019 | 4,556,577 | |||||||||||
At the Annual Meeting, stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
SIGNATURE
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 thereunto duly authorized.
| SUMMIT HOTEL PROPERTIES, INC. | ||
| By: | /s/ Christopher R. Eng | |
| Christopher R. Eng | ||
| Executive Vice President, General Counsel, | ||
| Dated: May 14, 2020 | Chief Risk Officer and Secretary | |