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): June 13, 2019
Hospitality Properties Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-11527 |
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04-3262075 |
(Commission File Number) |
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(IRS Employer Identification No.) |
Two Newton Place,
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02458-1634 |
(Address of Principal Executive Offices) |
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(Zip Code) |
617-964-8389
(Registrants 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
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Common Shares of Beneficial Interest |
HPT |
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 Hospitality Properties Trust.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Companys annual meeting of shareholders held on June 13, 2019, the Companys shareholders voted on the election of Donna D. Fraiche as an Independent Trustee in Class III of the Board of Trustees (the Board) for a three year term of office continuing until the Companys 2022 annual meeting of shareholders and until her successor is duly elected and qualifies. Ms. Fraiche received the following votes:
For |
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Withhold |
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Broker Non-Votes |
74,535,332 |
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51,758,194 |
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234,768 |
The Companys shareholders also voted on the election of Adam D. Portnoy as a Managing Trustee in Class III of the Board for a three year term of office continuing until the Companys 2022 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Portnoy received the following votes:
For |
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Withhold |
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Broker Non-Votes |
72,836,132 |
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53,197,613 |
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494,549 |
The Companys shareholders also voted on a non-binding advisory resolution on the compensation paid to the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Companys proxy statement relating to the Companys 2019 annual meeting of shareholders. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
70,806,967 |
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54,876,526 |
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844,801 |
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28,724,916 |
The Companys shareholders also ratified the appointment of Ernst & Young LLP as the Companys independent auditors to serve for the 2019 fiscal year. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
152,937,578 |
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2,019,558 |
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296,074 |
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N/A |
The Companys shareholders also voted on the approval of an amendment to the Companys Declaration of Trust so that in a contested election the Companys Trustees are elected by a plurality of the votes cast by the Companys shareholders. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
125,413,847 |
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731,816 |
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382,631 |
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28,724,916 |
The results reported above are final voting results.
Item 8.01. Other Events.
Amendment to Declaration of Trust
On April 3, 2019, the Board approved an amendment to the Companys Declaration of Trust so that in a contested election the Companys Trustees are elected by a plurality of the votes cast by the Companys shareholders, subject to shareholder approval. As reported under Item 5.07, above, on June 13, 2019, the Companys shareholders approved this amendment. In accordance with Maryland law, the Company filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland on June 13, 2019, upon which the amendment became effective. The foregoing description of the amendment is not complete and is subject to and qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1, and which is incorporated herein by reference.
Board Committee and Other Appointments
On June 13, 2019, the Board appointed its Independent Trustees, Messrs. John L. Harrington and William A. Lamkin and Ms. Fraiche, to each serve on the Audit Committee, Compensation Committee and Nominating and Governance Committee, with Mr. Lamkin appointed Chair of the Audit Committee, Ms. Fraiche appointed Chair of the Compensation Committee and Mr. Harrington appointed Chair of the Nominating and Governance Committee. The Independent Trustees selected Mr. Harrington to serve as the Lead Independent Trustee. The Board also appointed Mr. Portnoy to serve as Chair of the Board.
Also on June 13, 2019, the Board elected Mr. Todd Hargreaves as a Vice President of the Company, effective immediately. Mr. Hargreaves (age 39) also serves as Vice President, Acquisitions of the Companys manager, The RMR Group LLC (RMR LLC), responsible for overseeing all hospitality, net lease, office and industrial acquisitions managed by RMR LLC. Mr. Hargreaves joined RMR LLC in 2010 and has served in various capacities with RMR LLC since that time.
Trustee Compensation
Also on June 13, 2019, the Company updated its Trustee compensation arrangements. A summary of the Companys currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Companys Trustee compensation arrangements, on June 13, 2019, the Company awarded each of the Companys Trustees 3,000 common shares of beneficial interest, $0.01 par value, of the Company (the Common Shares) valued at $24.67 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Summary of Trustee Compensation
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.
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HOSPITALITY PROPERTIES TRUST |
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By: |
/s/ Brian E. Donley |
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Name: |
Brian E. Donley |
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Title: |
Chief Financial Officer and Treasurer |
Date: June 14, 2019
HOSPITALITY PROPERTIES TRUST
ARTICLES OF AMENDMENT
Hospitality Properties Trust, a Maryland real estate investment trust (the Trust ), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : The Amended and Restated Declaration of Trust of the Trust, as amended (the Declaration of Trust ), is hereby amended by deleting the second sentence of the fourth paragraph of Section 5.9 in its entirety and substituting in lieu thereof a new sentence to read as follows:
At all elections of Trustees, voting by Shareholders shall be conducted under the non-cumulative method and the election of a Managing Trustee or an Independent Trustee in an uncontested election, which is an election in which the number of nominees for election equals (or is less than) the number to be elected at the meeting, shall be by the affirmative vote of Shares representing a majority of the total number of Share votes cast and the election of a Trustee in a contested election shall be by a plurality of the votes cast by Shares then outstanding and entitled to vote thereon.
SECOND : The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees of the Trust and the shareholders of the Trust as required by law.
THIRD : The undersigned President and Chief Executive Officer of the Trust acknowledges these Articles of Amendment to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under penalties for perjury.
[ SIGNATURE PAGE FOLLOWS ]
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary on this 13th day of June, 2019.
ATTEST: |
HOSPITALITY PROPERTIES TRUST |
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By: |
/s/ Jennifer B. Clark |
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By: |
/s/ John G. Murray |
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Name: |
Jennifer B. Clark |
Name: |
John G. Murray |
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Title: |
Secretary |
Title: |
President and Chief Executive Officer |
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HOSPITALITY PROPERTIES TRUST
Summary of Trustee Compensation
The following is a summary of the currently effective compensation of the Trustees of Hospitality Properties Trust (the Company) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the Board) or the Compensation Committee of the Board, as applicable:
· Each Independent Trustee receives an annual fee of $75,000 for services as a Trustee. The annual fee for any new Independent Trustee is prorated for the initial year.
· Each Independent Trustee who serves as a committee chair of the Boards Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $17,500, $12,500 and $12,500, respectively. The committee chair fee for any new committee chair is prorated for the initial year.
· The Lead Independent Trustee receives an additional annual cash retainer fee of $15,000 for serving in this role.
· Each Trustee receives a grant of 3,000 of the Companys common shares of beneficial interest on the date of the first Board meeting following each annual meeting of shareholders (or, for Trustees who are first elected or appointed at other times, on the day of the first Board meeting attended).
· The Company generally reimburses all Trustees for travel expenses incurred in connection with their duties as Trustees and for out of pocket costs incurred in connection with their attending certain continuing education programs.