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Section 1: 8-K (8-K)

8K_1215

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8‑K

CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934



December 15, 2020

Date of report (Date of earliest event reported)



Condor Hospitality Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Maryland

(State or Other Jurisdiction of Incorporation)



 

1-34087

52-1889548

(Commission File Number)

(IRS Employer Identification No.)

1800 West Pasewalk Avenue, Suite 120

 

Norfolk, Nebraska

68701

(Address of Principal Executive Offices)

(Zip Code)



 

(301) 861-3305

(Registrant’s Telephone Number, Including Area Code)



(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

 

Name of each exchange on which registered

Common stock, par value $0.01 per share

 

CDOR

 

NYSE American





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.

Condor Hospitality Trust, Inc, (the “Company”) held its annual meeting of shareholders on December 15, 2020.  The holders of the common stock of the Company (i) elected nine directors to serve on the Board of Directors until the annual meeting of shareholders in 2021 or until their successors have been duly elected and qualified; and (ii) ratified the appointment of KPMG LLP as independent auditors of the Company for fiscal year 2020.

For the annual meeting there were 12,015,686 shares of common stock as of November 5, 2020, the record date, eligible to vote at the meeting, of which holders of 8,916,642 shares of common stock were present at the meeting virtually or by proxy.  The tabulation for each matter voted upon at the meeting by the common stock was as follows:

Nine nominees were elected to serve as directors of the Company by the following vote:



Votes For

Votes Withheld

Broker Non-Vote

J. William Blackham

8,013,902

13,530

889,210

Thomas Calahan

8,001,816

25,616

889,210

Daphne J. Dufresne

8,011,860

15,572

889,210

Daniel R. Elsztain

7,991,849

35,583

889,210

Matias Iván Gaivironsky

7,994,865

32,567

889,210

Drew Iadanza

7,995,504

31,928

889,210

Donald J. Landry

8,014,141

13,291

889,210

Brendan MacDonald

8,000,846

26,586

889,210

Saul Zang

7,698,938

328,494

889,210



The shareholders ratified the appointment of KPMG LLP as independent auditors for fiscal year 2020 by the following vote:



 

 

 

Votes For

Votes Against

Votes Abstain

Broker Non-Vote

8,909,578

5,384

1,680

0



 


 

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.



 



Condor Hospitality Trust, Inc.



 

Date: December 15, 2020

By:

/s/ Jill Burger



Name:

Jill Burger



Title:

Interim Chief Financial Officer and Chief Accounting Officer








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