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 5, 2012
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.)
|
SUMMIT HOTEL OP, LP
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
000-54273 |
27-2966616 |
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
2701 South Minnesota Avenue, Suite 2
Sioux
Falls, South Dakota 57105
(Address of Principal Executive
Offices) (Zip Code)
(605)
361-9566
(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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2012, Summit Hotel Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 27,239,949 shares of common stock of the Company represented in person or by proxy at the meeting, constituting approximately 89.2% of the outstanding shares of common stock on April 16, 2012, 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 six directors to the Company’s Board of Directors.
Name | For | Withheld | Broker Non-Votes |
Kerry W. Boekelheide | 23,000,941 | 1,547,286 | 2,691,722 |
Daniel P. Hansen | 24,476,742 | 71,485 | 2,691,722 |
Bjorn R. L. Hanson | 24,477,792 | 70,435 | 2,691,722 |
David S. Kay | 24,308,913 | 239,314 | 2,691,722 |
Thomas S. Storey | 24,307,142 | 241,085 | 2,691,722 |
Wayne W. Wielgus | 24,307,863 | 240,364 | 2,691,722 |
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 2013 annual meeting of stockholders and until his successor is duly
elected and qualified.
Proposal 2: To ratify the
appointment of KPMG LLP.
For | Against | Abstain | Broker Non-Votes |
27,193,414 | 41,756 | 4,779 | N/A |
At the Annual Meeting, stockholders ratified the appointment of KPMG LLP
as the Company’s registered public accounting firm for the fiscal year
ending December 31, 2012.
Proposal 3: To approve, on an
advisory basis, the compensation of the Company’s named executive
officers.
For | Against | Abstain | Broker Non-Votes |
24,267,800 | 252,109 | 28,318 | 2,691,722 |
At the Annual Meeting, stockholders approved, on an advisory basis, the
compensation of the Company’s named executive officers. This advisory
vote is commonly referred to as a “say-on-pay vote.”
Proposal
4: To approve, on an advisory basis, the frequency of future say-on-pay
votes.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
20,750,920 | 2,517,619 | 1,112,412 | 167,276 | 2,691,722 |
At the Annual Meeting, a majority of the votes cast on Proposal 4, which is commonly referred to as a “say-when-on-pay vote,” were cast in favor of holding future say-on-pay votes annually. In light of the outcome of this advisory vote, the Board of Directors has determined that future say-on-pay votes will be submitted to stockholders annually until the next required say-when-on-pay vote. The Company is required to conduct an advisory vote on the frequency of future advisory votes on executive compensation every six years.
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. |
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By: |
/s/ Christopher R. Eng |
Name: |
Christopher R. Eng |
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Dated: |
June 7, 2012 |
Title: |
Vice President, General Counsel and Secretary |
SUMMIT HOTEL PROPERTIES OP, LP |
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By: |
Summit Hotel Properties, Inc., its General Partner |
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By: |
/s/ Christopher R. Eng |
Name: |
Christopher R. Eng |
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Dated: |
June 7, 2012 |
Title: |
Vice President, General Counsel and Secretary |