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 23, 2019

 

TravelCenters of America LLC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-33274

 

20-5701514

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

24601 Center Ridge Road
Westlake, Ohio

 

44145

(Address of Principal Executive Offices)

 

(Zip Code)

 

440-808-9100

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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 Shares

TA

The Nasdaq Stock Market LLC

8.25% Senior Notes due 2028

TANNI

The Nasdaq Stock Market LLC

8.00% Senior Notes due 2029

TANNL

The Nasdaq Stock Market LLC

8.00% Senior Notes due 2030

TANNZ

The Nasdaq Stock Market LLC

 

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).

 

Emergin g growth company  o   

 

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.  o

 

 

In this Current Report on Form 8-K, the term “the Company” refers to TravelCenters of America LLC.

 

Item 5.07.          Submission of Matters to a Vote of Security Holders.

 

At the Company’s annual meeting of shareholders held on May 23, 2019, the Company’s shareholders voted on the election of Lisa Harris Jones as an Independent Director in Group III of the Board of Directors (the “Board”) for a three year term of office continuing until the Company’s 2022 annual meeting of shareholders and until her successor is duly elected and qualifies. Ms. Harris Jones received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

15,881,492

 

7,759,950

 

12,009,173

 

The Company’s shareholders also ratified the appointment of RSM US LLP as the Company’s independent auditors to serve for the 2019 fiscal year.  This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

33,651,904

 

1,868,358

 

130,353

 

N/A

 

The results reported above are final voting results.

 

Item 8.01.          Other Events.

 

Board Committee and Other Appointments

 

On May 23, 2019, the Board appointed its Independent Directors, Mses. Barbara D. Gilmore and Harris Jones and Mr. Joseph L. Morea, to each serve on the Audit Committee, Compensation Committee and Nominating and Governance Committee, with Mr. Morea appointed Chair of the Audit Committee, Ms. Gilmore appointed Chair of the Compensation Committee and Ms. Harris Jones appointed Chair of the Nominating and Governance Committee, and appointed Ms. Harris Jones to serve as the Board liaison to the Company’s Gaming Compliance Committee. The Independent Directors selected Ms. Barbara D. Gilmore to serve as the Lead Independent Director. The Board also appointed Mr. Adam D. Portnoy to serve as Chair of the Board.

 

Director Compensation

 

Also on May 23, 2019, the Company updated its Director compensation arrangements. A summary of the Company’s currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Consistent with the Company’s Director compensation arrangements, on May 23, 2019, the Company awarded each of the Company’s Directors 10,000 shares representing common limited liability company interests in the Company (“Common Shares”), no par value, valued at $3.38 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.

 

Press Release

 

Also on May 23, 2019, the Company issued a press release.  A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.          Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

 

10.1

Summary of Director Compensation

 

 

 

 

99.1

Press Release issued by TravelCenters of America LLC, dated May 23, 2019

 

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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 hereunto duly authorized.

 

 

TRAVELCENTERS OF AMERICA LLC

 

 

 

 

 

By:

/s/ William E. Myers

 

Name:

William E. Myers

 

Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

Date:  May 24, 2019

 

Exhibit 10.1

 

TRAVELCENTERS OF AMERICA LLC

 

Summary of Director Compensation

 

Annual Retainer for Independent Directors:

 

$75,000

 

 

 

Share Grants for all Directors:

 

10,000 annually to be granted on the day of the first board meeting following the Annual Meeting of Shareholders (or, for Directors who are first elected or appointed at other times, on the day of the first board meeting attended)

 

 

 

Lead Independent Director

 

$12,500 per year

 

 

 

Chair of the Audit Committee:

 

$22,500 per year

 

 

 

Chair of the Nominating and Governance Committee:

 

$12,500 per year

 

 

 

Chair of the Compensation Committee:

 

$12,500 per year

 

 

 

Board Liaison to the Company’s Gaming Compliance Committee

 

$12,500 per year

 

 

The Company generally reimburses all Directors for travel expenses incurred in connection with their duties as Directors and for out of pocket costs incurred in connection with their attending certain continuing education programs.

 

Exhibit 99.1

 

GRAPHIC

 

 

FOR IMMEDIATE RELEASE

 

 

Contact:

 

Katie Strohacker, Senior Director, Investor Relations

 

(617) 796-8251

 

www.ta-petro.com

 

TravelCenters of America LLC Announces Annual Meeting Results and

Plan to Convert to a Corporation

 

 

 

Westlake, OH (May 23, 2019):  TravelCenters of America LLC (Nasdaq: TA) today announced the results of its 2019 Annual Meeting of Shareholders, which was held earlier today, as follows.

 

Lisa Harris Jones was re-elected as an Independent Director in Group III.  The final tabulation of the percentage of shareholders’ votes cast for this Independent Director is as follows:

 

Independent Director

Percentage of Shares Voted For

Lisa Harris Jones

67.2%

 

Shareholders ratified the appointment of RSM US LLP as TA’s independent registered public accounting firm to serve for the 2019 fiscal year.

 

Proposal

Percentage of Shares Voted For

Ratification of Independent Auditors

94.4%

 

 

TA also announced that its Board of Directors unanimously approved a plan to convert from a Delaware limited liability company, or LLC, to a Maryland corporation.  This conversion requires certain regulatory approvals and TA expects to complete the conversion before the end of 2019.

 

 

Andy Rebholz, Chief Executive Officer and Managing Director of TA, made the following statement:

 

“Today we announce TA’s intent to convert from an LLC to a corporation.  The TA Board of Directors believes this conversion will make it easier for a broader group of investors to own TA stock, including by enabling possible index eligibility for TA.”

 

 

About TravelCenters of America LLC:

 

TA’s nationwide business includes travel centers located in 43 U.S. states and in Canada and standalone restaurants in 14 states.  TA’s travel centers operate under the “TravelCenters of America,” “TA,” “TA Express,” “Petro Stopping Centers” and “Petro” brand names and offer diesel and gasoline fueling, restaurants, truck repair services, travel/convenience stores and other services designed to provide attractive and efficient travel experiences to professional drivers and other motorists.  TA’s standalone restaurants operate principally under the “Quaker Steak & Lube” brand name.

 

 

Warning Concerning Forward-Looking Statements

 

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws.  Whenever TA uses words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions, TA is making forward-looking statements. These forward-looking statements are based upon TA’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.  Actual results may differ materially from those contained in or implied by TA’s forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond TA’s control.  Among others, the forward-looking statements which appear in this press release that may not occur include:

 

·                  Mr. Rebholz states that TA’s conversion from an LLC to a corporation will make it easier for a broader group of investors to own TA stock, including by enabling possible index eligibility for TA. In fact, there are many factors that are considered for index inclusion and TA’s conversion may not result in its stock being index eligible or included in an index and a broader group of investors may not be able to, or may elect not to, own TA stock.

 

·                  Mr. Rebholz states that it is expected that the conversion to a corporation will take place before the end of 2019.  The process of converting requires certain regulatory approvals and therefore is not completely in TA’s control and the conversion may be delayed, or, may not be able to be completed.

 

The information contained in TA’s periodic reports, including TA’s Annual Report on Form 10-K for the year ended December 31, 2018, and TA’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, which have been filed with the U.S. Securities and Exchange Commission, or SEC, under the caption “Risk Factors,” or elsewhere in those reports, or incorporated therein, identifies other important factors that could cause differences from TA’s forward-looking statements.  TA’s filings with the SEC are available on the SEC’s website at www.sec.gov.

 

You should not place undue reliance upon forward-looking statements.

 

Except as required by law, TA does not intend to update or change any forward-looking statement as a result of new information, future events or otherwise.

 

 

 

(end)

 

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