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HOSPITALITY PROPERTIES TRUST FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 12, 2014

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On June 10, 2014, the Company filed Articles Supplementary to its Amended and Restated Declaration of Trust reclassifying the Company's 1,500,000 authorized but unissued Junior Participating Preferred Shares, par value $0.01 per share, as preferred shares of beneficial interest, without par value, of the Company without further classification or designation, and with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of undesignated preferred shares as set forth in the Company's Amended and Restated Declaration of Trust. The Articles Supplementary were effective upon filing. The foregoing description is subject to and qualified in its entirety by reference to the Articles Supplementary, a copy of which is attached hereto as Exhibit 3.1, and which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.



The Company held its annual meeting of shareholders on June 10, 2014. The voting results of that meeting are noted below.

The Company's shareholders elected Mr. John L. Harrington as the Independent Trustee in Group I of the Board of Trustees for a three year term of office until the Company's 2017 annual meeting of shareholders and to serve until his successor shall have been elected and qualified. Mr. Harrington received the following votes:

For Against Withhold Broker Non-Votes 60,393,873 46,225,229 2,285,879 25,620,738



The Company's shareholders elected Mr. Barry M. Portnoy as the Managing Trustee in Group I of the Board of Trustees for a three year term of office until the Company's 2017 annual meeting of shareholders and to serve until his successor shall have been elected and qualified. Mr. Portnoy received the following votes:

For Against Withhold Broker Non-Votes 55,484,103 50,856,040 2,564,838 25,620,738



The Company's shareholders approved an amendment to the Company's Declaration of Trust to permit the annual election of Trustees. The proposal received the following votes:

For Against Abstain Broker Non-Votes 107,515,960 943,433 445,588 25,620,738



The Company's shareholders approved 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 Company's proxy statement relating to the Company's 2014 annual meeting of shareholders. The proposal received the following votes:

For Against Abstain Broker Non-Votes 102,737,971 5,598,841 568,169 25,620,738



The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. This proposal received the following votes:

For Against Abstain Broker Non-Votes 132,833,145 1,134,483 558,091 N/A 2

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The Company's shareholders endorsed a nonbinding shareholder proposal made by UNITE HERE. The proposal requested that the Company's Board of Trustees take all steps necessary to cause the Company to opt out of Maryland's Unsolicited Takeover Act (Title 3, subtitle 8 of the Maryland General Corporation Law), and to require approval by a majority of the Company's shareholders casting votes before opting back into the Unsolicited Takeover Act. The proposal by UNITE HERE received the following votes:

For Against Abstain Broker Non-Votes 98,450,636 2,991,377 7,396,355 25,687,351



The results reported above are final voting results.

Item 8.01 Other Events.



Amendment to Declaration of Trust

As previously disclosed in the Company's Current Report on Form 8-K dated April 10, 2014, our Board of Trustees approved an amendment to our Declaration of Trust to permit the annual election of all Trustees, subject to shareholder approval. As reported under Item 5.07, above, on June 10, 2014, the Company's 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 10, 2014, 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 3.2, and which is incorporated herein by reference.

Trustee Compensation



On June 10, 2014, 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.

On June 10, 2014, the Company granted each of the Company's Trustees 2,500 common shares of beneficial interest, par value $0.01 per share, of the Company, or the Common Shares, valued at $29.28, the closing price of the Common Shares on the New York Stock Exchange on that day, consistent with the Trustee compensation arrangements.

Trustee Share Ownership Guidelines

On June 10, 2014, our Board of Trustees approved changes to the Company's Governance Guidelines to provide for minimum share ownership by Trustees. Pursuant to the revised Governance Guidelines, within five years of the later of (a) June 10, 2014 and (b) the annual meeting of shareholders at which the Trustee was first elected to the Board of Trustees, or if earlier, the first annual meeting of shareholders after the Trustee was initially appointed to the Board of Trustees, a Trustee is expected to accumulate and to continue to own at least 20,000 Common Shares, which is equivalent to owning approximately $585,000 worth of Common Shares (based on the June 10, 2014 closing price of $29.28 per share). This change is intended to further align the interests of Trustees with the Company's shareholders.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Articles Supplementary, dated June 10, 2014 3.2 Articles of Amendment to the Declaration of Trust of



Hospitality Properties Trust, dated June 10, 2014

10.1 Summary of Trustee Compensation 3



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Source: Edgar Glimpses


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