Summit Hotel Properties, Inc. (Form: 8-K, Received: 04/13/2021 16:36:24)

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): April 13, 2021 (April 12, 2021)

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 12, 2021, the Board of Directors (the “Board”) of Summit Hotel Properties, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ms. Amina Belouizdad as a director of the Company, effective May 13, 2021 following the Company’s annual meeting of stockholders. The Board has determined, based on the recommendation of the Nominating and Corporate Governance Committee, that Ms. Belouizdad is independent in accordance with the applicable rules of the New York Stock Exchange. In connection with Ms. Belouizdad’s appointment, the size of the Board will be increased from seven to eight. Ms. Belouizdad joins Daniel P. Hansen, the Company’s Executive Chairman of the Board, Bjorn R. L. Hanson, Jeffrey W. Jones, Kenneth J. Kay, Jonathan P. Stanner, the Company’s President and Chief Executive Officer, Thomas W. Storey and Hope S. Taitz as a member of the Board.

Ms. Belouizdad will serve on the Nominating and Corporate Governance Committee and the Compensation Committee of the Board. The Board, on the recommendation of the Nominating and Corporate Governance Committee, has determined that Ms. Belouizdad meets the requirements for serving on such committees. The following table depicts the composition of the Audit, Compensation and Nominating and Corporate Governance Committees of the Company following the appointment of Ms. Belouizdad to the Board.

Director	Audit	Compensation	Nominating and Corporate Governance
Amina Belouizdad		ü	ü
Bjorn R. L. Hanson	ü		ü
Jeffrey W. Jones	ü (Chair)	ü
Kenneth J. Kay	ü	ü(Chair)
Thomas W. Storey		ü	ü
Hope S. Taitz	ü		ü(Chair)

Ms. Belouizdad will participate in the Company’s non-employee director compensation programs. The Company will enter into an indemnification agreement with Ms. Belouizdad in the form entered into with other directors and executive officers of the Company.

Item 7.01.

Regulation FD Disclosure.

On April 13, 2021, the Company issued a press release announcing the appointment of Ms. Belouizdad to the Board.

A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release issued on April 13, 2021.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the
Inline XBRL document (contained in Exhibit 101)

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: April 13, 2021		Chief Risk Officer and Secretary

Exhibit 99.1

	13215 Hill Country Blvd., Suite B-300, Austin, TX 78738
	Telephone: 512-538-2300 Fax: 512-538-2333
	www.shpreit.com

NEWS RELEASE

SUMMIT HOTEL PROPERTIES APPOINTS INDEPENDENT DIRECTOR

Austin, Texas, April 13, 2021 --- Summit Hotel Properties, Inc. (NYSE: INN) (the “Company”) today announced Ms. Amina Belouizdad will be appointed to the Company’s Board of Directors (the “Board”) effective May 13, 2021 following the annual meeting of the Company’s stockholders. With the appointment, the Company’s Board will increase to eight members, six of whom being independent, including Ms. Belouizdad. Ms. Belouizdad will sit on the Board’s Nominating and Corporate Governance and Compensation Committees.

“On behalf of the Board of Directors and the Summit executive management team, we are thrilled to welcome Amina to our Board,” said Jonathan Stanner, the Company’s President and Chief Executive Officer. “Amina’s vast and unique experience will bring important additional expertise to the Board at an exciting time for the Company as we enter into a favorable post-pandemic operating environment well positioned to pursue opportunistic growth,” added Mr. Stanner.

“I am thrilled to be joining the dynamic Board of Summit Hotel Properties and look forward to the opportunity to work with the Board and management team as the Company enters an exciting phase of further differentiating itself in the industry by anticipating and meeting future consumer trends,” commented Ms. Belouizdad.

Ms. Belouizdad is currently the Co-CEO of PS (formerly The Private Suite), a high growth private equity backed company that operates private airport terminals for commercial flights. In the twelve months after she joined PS, the company doubled revenues through an overhaul of commercial strategy including marketing, pricing, product and partnerships. Prior to joining PS, she was a Senior Director at Lionstone Investments, where she executed on over $1 billion in transactions in multiple real estate classes across the United States. Previously, she spent six years living and working in China where she was Director at China’s first boutique hotel brand, overseeing its development and growth.

Mr. Belouizdad is originally from Algeria and has lived in the UAE, Canada, China and the United States. She speaks five languages and graduated from McGill University (Montreal, QC) with a Bachelor of Commerce, Major in Finance and received her MBA, Major in Finance and Real Estate from The Wharton School of the University of Pennsylvania.

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About Summit Hotel Properties

Summit Hotel Properties, Inc. is a publicly traded real estate investment trust focused on owning premium-branded hotels with efficient operating models primarily in the upscale segment of the lodging industry. As of April 13, 2021, the Company's portfolio consisted of 72 hotels, 67 of which are wholly owned, with a total of 11,288 guestrooms located in 23 states.

For additional information, please visit the Company's website, www.shpreit.com, and follow on Twitter at @SummitHotel_INN.

Contact:

Adam Wudel

Senior Vice President of Finance & Capital Markets

Summit Hotel Properties, Inc.

(512) 538-2325

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