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SUPERTEL HOSPITALITY INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 2, 2014



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

Supertel Hospitality, Inc. (the "Company") held its annual meeting of shareholders on May 29, 2014. The holders of the common stock and the Series C convertible preferred stock, voting as one group, (i) elected eight directors for an annual term, (ii) approved an amendment to the Company's Amended and Restated Articles of Incorporation to increase the permitted maximum size of the Board of Directors from nine (9) to eleven (11) members, (iii) approved reincorporation of the Company from Virginia to Maryland by merging into a newly formed, wholly-owned Maryland corporation, (iv) approved a proposal not to require shareholder approval for the board of directors to change the size of the board of the surviving corporation if the Company is reincorporated from Virginia to Maryland, (v) approved a proposal to add an additional indemnification provision to the articles of incorporation of the surviving corporation if the Company is reincorporated from Virginia to Maryland, and (vi) approved a proposal to permit the board of directors to approve, without action by the shareholders, an increase or decrease in authorized stock of the surviving corporation if the Company is reincorporated from Virginia to Maryland.

For the annual meeting there were 2,901,274 shares of common stock and 3,000,000 shares of Series C Convertible preferred stock outstanding and eligible to vote as one group, representing 4,378,107 votes eligible to be cast at the meeting, of which holders of common stock and Series C Convertible preferred stock representing 3,733,090 votes were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:

Eight nominees were elected to serve as Directors of the Company for an annual term by the following vote:

For Withheld Broker Non-Vote Daniel R. Elsztain 2,464,258 308,875 959,957 James H. Friend 2,478,070 295,063 959,957 Donald J. Landry 2,497,653 275,480 959,957 William C. Latham 2,689,671 83,462 959,957 John M. Sabin 2,455,430 317,703 959,957 Corrine L. Scarpello 2,641,015 132,118 959,957 Kelly A. Walters 2,439,368 333,765 959,957 George R. Whittemore 2,452,020 321,113 959,957



The shareholders approved the amendment to the Company's Amended and Restated Articles of Incorporation to increase the permitted maximum size of the Board of Directors from nine (9) to eleven (11) members by the following vote:

For Against Abstain Broker Non-Vote 3,348,755 372,128 12,207 0



The shareholders approved reincorporation of the Company from Virginia to Maryland by merging into a newly formed, wholly-owned Maryland corporation by the following vote:

For Against Abstain Broker Non-Vote 2,436,627 331,196 5,310 959,957



The shareholders approved the proposal not to require shareholder approval for the board of directors to change the size of the board of the surviving corporation if the Company is reincorporated from Virginia to Maryland by the following vote:

For Against Abstain Broker Non-Vote 2,316,646 448,173 8,314 959,957



The shareholders approved the proposal to add an additional indemnification provision to the articles of incorporation of the surviving corporation if the Company is reincorporated from Virginia to Maryland by the following vote:

For Against Abstain Broker Non-Vote 2,431,321 334,072 7,740 959,957



The shareholders approved the proposal permit the board of directors to approve, without action by the shareholders, an increase or decrease in authorized stock of the surviving corporation if the Company is reincorporated from Virginia to Maryland. by the following vote:

For Against Abstain Broker Non-Vote 2,359,965 406,543 6,625 959,957



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Source: Edgar Glimpses


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