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Section 1: 8-K (FORM 8-K)

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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): May 14, 2020

 

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 001-35074 27-2962512

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number) (I.R.S. Employer Identification No.)

 

13215 Bee Cave Parkway, Suite B-300

Austin, Texas 78738

(Address of Principal Executive Offices) (Zip Code)

 

(512) 538-2300

(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
Common Stock, $0.01 par value INN New York Stock Exchange
Series D Cumulative Redeemable Preferred Stock, $0.01 par value INN-PD New York Stock Exchange
Series E Cumulative Redeemable Preferred Stock, $0.01 par value INN-PE New York Stock Exchange

 

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

 

 

 

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