Current Report Filing (8-k)

 

 

 

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 12, 2022

 

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)

 

[phone]

(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)) ¨

 

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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 E Cumulative Redeemable Preferred Stock, $0.01 par value	INN-PE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Stock, $0.01 par value	INN-PF	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).

 

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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 12, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 94,251,835 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 88.63% of the outstanding shares of common stock on March 11, 2022, 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 eight directors to the Company’s Board of Directors.

 

Name		For				Against				Abstain				Broker Non-Votes
Amina Belouizdad			85,400,285				3,123,209				13,881				5,714,460
Bjorn R.L. Hanson			86,330,709				2,179,675				26,991				5,714,460
Jeffrey W. Jones			87,092,860				1,417,492				27,023				5,714,460
Kenneth J. Kay			87,787,631				722,720				27,024				5,714,460
Mehul B. Patel			86,962,304				1,547,989				27,082				5,714,460
Jonathan P. Stanner			88,069,563				440,388				27,424				5,714,460
Thomas W. Storey			85,365,192				3,144,915				27,268				5,714,460
Hope S. Taitz			79,014,588				9,491,355				31,432				5,714,460

 

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 2023 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
93,290,905				949,843				11,087			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, 2022.

 

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
62,817,876				25,689,047				30,452			5,714,460

 

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 16, 2022		Chief Risk Officer and Secretary