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 19, 2016
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.) |
12600 Hill Country Boulevard, Suite R-100
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 19, 2016, Summit Hotel Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 80,717,542 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 92.54% of the outstanding shares of common stock on March 21, 2016, 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 five directors to the Company’s Board of Directors.
| Name | For | Withheld | Broker Non-Votes |
| Daniel P. Hansen | 74,792,720 | 644,563 | 5,280,259 |
| Bjorn R. L. Hanson | 74,564,022 | 873,261 | 5,280,259 |
| Jeffrey W. Jones | 74,619,275 | 818,008 | 5,280,259 |
|
Kenneth J. Kay Thomas W. Storey |
74,619,221 74,619,223 |
818,062 818,060 |
5,280,259 5,280,259 |
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 Company’s 2017 annual meeting of stockholders and until his successor is duly elected and qualified.
Proposal 2: To ratify the appointment of Ernst & Young LLP.
| For | Against | Abstain | Broker Non-Votes |
| 80,546,847 | 36,009 | 134,686 | N/A |
At the Annual Meeting, stockholders ratified the appointment of Ernst & Young LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2016.
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes |
| 74,755,455 | 561,695 | 120,133 | 5,280,259 |
At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
Proposal 4: To approve, on an advisory basis, the stockholder proposal submitted by the Teamster Affiliates Pension Plan.
| For | Against | Abstain | Broker Non-Votes |
| 40,898,217 | 34,394,925 | 144,141 | 5,280,259 |
At the Annual Meeting, stockholders approved, on an advisory basis, the stockholder proposal submitted by the Teamster Affiliates Pension Plan.
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 | |
| Name: | Christopher R. Eng | |
| Dated: May 25, 2016 | Title: |
Executive Vice President, General Counsel, Chief Risk Officer and Secretary |