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TRAVELCENTERS OF AMERICA LLC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 20, 2014



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

The Company held its annual meeting of shareholders on June 19, 2014. The voting results of that meeting are noted below.

The Company's shareholders elected Mr. Arthur G. Koumantzelis as the Independent Director in Group I of the Board of Directors for a three year term of office until the Company's 2017 annual meeting of shareholders or to serve until his successor may be elected and qualified. Mr. Koumantzelis received the following votes:

For Withhold Broker Non-Votes 21,742,590 2,014,158 0



The Company's shareholders elected Mr. Barry M. Portnoy as the Managing Director in Group I of the Board of Directors for a three year term of office until the Company's 2017 annual meeting of shareholders or to serve until his successor may be elected and qualified. Mr. Portnoy received the following votes:

For Withhold Broker Non-Votes 15,392,715 8,364,033 0



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 23,579,216 132,653 44,879 N/A



The results reported above are final voting results.

Item 8.01 Other Events. Director Compensation



On June 19, 2014, the Company updated its Director compensation arrangements. A summary of the Company's currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

On June 19, 2014, the Company granted each of the Company's Directors 9,000 of the Company's common shares, no par value, or the Common Shares, valued at $8.30, the closing price of the Common Shares on the New York Stock Exchange on that day, consistent with the Director compensation arrangements.

Director Share Ownership Guidelines

On June 19, 2014, our Board of Directors approved changes to the Company's Governance Guidelines to provide for minimum share ownership by Directors. Pursuant to the revised Governance Guidelines, within five years of the later of (a) June 19, 2014 and (b) the annual meeting of shareholders at which the Director was first elected to the Board of Directors, or, if earlier, the first annual meeting of shareholders after the Director was initially appointed to the Board of Directors, a Director is expected to accumulate and to continue to own at least 50,000 Common Shares, which is equivalent to owning approximately $415,000 worth of Common Shares (based on the June 19, 2014 closing price of $8.30 per share). This change is intended to further align the interests of Directors with the Company's shareholders.

2 -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Summary of Director Compensation 3



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Source: Edgar Glimpses


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