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 16, 2021
Service Properties Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-11527 | 04-3262075 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts |
02458-1634 | |
| (Address of Principal Executive Offices) | (Zip Code) |
617-964-8389
(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:
| ¨ | 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 Shares of Beneficial Interest | SVC | 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).
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. ¨
In this Current Report on Form 8-K, the terms “we,” “us,” “our” and “the Company” refer to Service Properties Trust.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s annual meeting of shareholders held on June 16, 2021, the Company’s shareholders voted on the election of Laurie B. Burns as an Independent Trustee of the Board for a one-year term of office continuing until the Company’s 2022 annual meeting of shareholders and until her successor is duly elected and qualifies. Ms. Burns received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 96,267,019 | 30,234,824 | 196,778 | 16,813,013 |
The Company’s shareholders also voted on the election of William A. Lamkin as an Independent Trustee of the Board for a one-year term of office continuing until the Company’s 2022 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Lamkin received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 83,261,851 | 43,233,389 | 203,381 | 16,813,013 |
The Company’s shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the 2021 Proxy Statement. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 108,904,897 | 17,028,998 | 764,726 | 16,813,013 |
The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2021 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 142,959,745 | 312,487 | 239,402 | N/A |
The results reported above are final voting results.
| Item 8.01. | Other Events. |
Trustee Compensation
Also on June 16, 2021, the Company updated its Trustee compensation arrangements. A summary of the Company’s currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Company’s Trustee compensation arrangements, on June 16, 2021, the Company awarded each of the Company’s Trustees 7,000 common shares of beneficial interest, $0.01 par value (the “Common Shares”), valued at $13.94 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 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| SERVICE PROPERTIES TRUST |
| By: | /s/ Brian E. Donley | |
| Name: | Brian E. Donley | |
| Title: | Chief Financial Officer and Treasurer |
Date: June 17, 2021
Exhibit 10.1
SERVICE PROPERTIES TRUST
Summary of Trustee Compensation
The following is a summary of the currently effective compensation of the Trustees of Service 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 Board’s 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 7,000 of the Company’s 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. |