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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a Party other than the Registrant

		Check the appropriate box:
		☐				Preliminary Proxy Statement
		☐				CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under §240.14a-12

Service Properties Trust

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of 2023 Annual Meeting
of Shareholders and Proxy Statement

[MISSING IMAGE: lg_serviceprotrust-pn.jpg]

Monday, June 12, 2023 at 9:30 a.m., Eastern time

Live Webcast Accessible at
https://www.viewproxy.com/ServicePropertiesTrust/2023

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LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our 2023 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Monday, June 12, 2023. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while reducing the cost and environmental impact of our annual meeting.

As travel rebounded from the COVID-19 pandemic depression, our hotel fundamentals improved throughout 2022. In addition, we successfully executed on our plan to refine our hotel portfolio, selling 86 hotels with 9,393 keys for an aggregate sales price of $560 million. We also upgraded our hotel portfolio, investing more than $110 million in capital improvements during 2022.

At the same time, our portfolio of net lease assets continued to deliver steady and reliable cash flows. At year end, our net lease assets were 98% leased by 180 tenants with a weighted average lease term of 9.6 years. The aggregate coverage of our net lease portfolio’s minimum rents was 3.0x on a trailing 12-month basis at year end.

In addition, during 2022 we redeemed $500 million of senior notes and repaid the entire amount outstanding of our revolving credit facility, using proceeds from our asset sales and cash generated by the continued recovery across our portfolio. To further enhance our balance sheet, we worked with our lenders to amend our revolving credit facility to, among other things, remove restrictions on issuing secured debt and increased our dividend to $0.80 per share annually.

We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact of the pandemic on our business and best positioning us for stability and recovery. We take seriously our role in the oversight of our Company’s long term business strategy, which we believe is the best path to long term value creation for our shareholders.

We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

March 21, 2023

				Laurie B. Burns			William A. Lamkin
				Robert E. Cramer			John G. Murray
				Donna D. Fraiche			Adam D. Portnoy
				John L. Harrington

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS OF SERVICE PROPERTIES TRUST

	Location: Live Webcast Accessible at https://www.viewproxy.com/ ServicePropertiesTrust/2023 Date: Monday, June 12, 2023 Time: 9:30 a.m., Eastern time			Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Advisory vote on the frequency of future advisory votes to approve our executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2023 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
				Record Date: You can vote if you were a shareholder of record as of the close of business on March 15, 2023 (the “Record Date”).
				Attending Our 2023 Annual Meeting: To provide all of our shareholders across the United States and abroad an opportunity to participate in our 2023 Annual Meeting, our 2023 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2023 Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/ServicePropertiesTrust/2023. Please have the control number located on your proxy card or voting information form available. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend our 2023 Annual Meeting. You will need to present evidence of your beneficial ownership of shares. You will not be able to vote your shares at our 2023 Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of our 2023 Annual Meeting to ensure that all documentation and verifications are in order.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Jennifer B. Clark Secretary March 21, 2023

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	PLEASE VOTE			1
	PROXY SUMMARY			2
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			4
	Review of Corporate Governance Policies and Shareholder Engagement			4
	Board Composition, Expansion and Refreshment			4
	Process for Selecting Trustees			5
	ISG Corporate Governance Framework			5
	Shareholder Engagement and Outreach			6
	Sustainability			6
	Key Responsibilities of Our Board			16
	Our Board’s Role in Oversight of Risk Management			16
	Trustee Independence			18
	Executive Sessions of Independent Trustees			18
	Board Leadership Structure			18
	Lead Independent Trustee			19
	Code of Business Conduct and Ethics and Committee Governance			19
	Environmental, Social and Governance Policies			19
	Prohibition on Hedging			20
	Recommendations for Trustees			20
	Communications with Our Board			20
	Shareholder Nominations and Other Proposals			20
	PROPOSAL 1: ELECTION OF TRUSTEES			22
	Board Diversity Matrix			23
	Trustee Nominees to be Elected at Our 2023 Annual Meeting			25
	Executive Officers			32
	BOARD COMMITTEES			33
	Audit Committee			33
	Compensation Committee			33
	Nominating and Governance Committee			33
	BOARD MEETINGS			34
	TRUSTEE COMPENSATION			34
	Compensation of Trustees			34
	Trustee Share Ownership Guidelines			34
	Fiscal Year 2022 Trustee Compensation			35
	OWNERSHIP OF OUR EQUITY SECURITIES			36
	Trustees and Executive Officers			36
	Principal Shareholders			37
	PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			38
	COMPENSATION DISCUSSION AND ANALYSIS			39
	Compensation Overview			39
	Compensation Philosophy			41
	Overview of 2022 Compensation Actions			42
	Analysis of 2022 Awards under the Share Award Plan			42
	Frequency of Say on Pay			43
	REPORT OF OUR COMPENSATION COMMITTEE			45
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			45
	EXECUTIVE COMPENSATION			46
	Summary Compensation Table			46
	2022 Grants of Plan Based Awards			47

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	2022 Outstanding Equity Awards at Fiscal Year End			47
	2022 Stock Vested			48
	Potential Payments upon Termination or Change in Control			48
	Pay Ratio			48
	Pay Versus Performance			49
	PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION			52
	PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			53
	Audit Fees and All Other Fees			53
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			54
	Other Information			54
	REPORT OF OUR AUDIT COMMITTEE			55
	FREQUENTLY ASKED QUESTIONS			56
	RELATED PERSON TRANSACTIONS			62
	OTHER INFORMATION			63
	ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS			A-1

PROXY STATEMENT

The Board of Trustees (our “Board”) of Service Properties Trust, a Maryland real estate investment trust (the “Company,” “we,” “us” or “our”) is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2023 annual meeting of shareholders. To provide all of our shareholders across the United States and abroad an opportunity to participate in our 2023 Annual Meeting, our 2023 Annual Meeting will be held virtually via live webcast on Monday, June 12, 2023, at 9:30 a.m., Eastern time, subject to any postponements or adjournments thereof (the “2023 Annual Meeting”). We are first making these proxy materials available to shareholders on or about March 21, 2023.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 15, 2023, the record date for our 2023 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held as of the close of business on the record date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on March 15, 2023, there were approximately 165,449,767 Common Shares issued and outstanding.

The mailing address of our principal executive office is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 2023 ANNUAL MEETING TO BE HELD ON MONDAY, JUNE 12, 2023.
		The Notice of 2023 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.

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PLEASE VOTE

Please vote to play a part in our future. Nasdaq rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	Page 22	✓ FOR	Majority of all votes cast
2 Advisory vote to approve executive compensation*	Page 38	✓ FOR	Majority of all votes cast
3 Advisory vote on the frequency of future advisory votes to approve executive compensation*	Page 52	EVERY YEAR (“1 Year” on proxy card)	Majority of all votes cast
4 Ratification of independent auditors*	Page 53	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

You can vote in advance in one of three ways:

	via the internet			Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on June 11, 2023 to authorize a proxy VIA THE INTERNET.
	by phone			Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on June 11, 2023 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

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To review and download easy to read versions of our Proxy Statement and Annual Report.

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To sign up for future electronic delivery to reduce the impact on the environment.

2023 Proxy Statement

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PROXY SUMMARY

This proxy summary highlights information which may be provided elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on March 15, 2023, the record date for our 2023 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 56)

You can vote by any of the following methods:

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By Telephone or Internet. All shareholders of record can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.

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By Written Proxy. All shareholders of record also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.

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Electronically at our 2023 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2023 Annual Meeting if they have a legal proxy.

CORPORATE GOVERNANCE PRINCIPLES (Page 4)

We endeavor to observe and implement best practices in our corporate governance.

SUSTAINABILITY (Page 6)

We have a long-standing commitment to our shareholders and other stakeholders to conduct our business in an environmentally and socially responsible manner.

VOTING (Page 1, 22, 38, 52 and 53)

PROPOSAL	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	✓ FOR	Majority of all votes cast
2 Advisory vote to approve executive compensation*	✓ FOR	Majority of all votes cast
3 Advisory vote on the frequency of future advisory votes to approve executive compensation*	EVERY YEAR (“1 Year” on proxy card)	Majority of all votes cast
4 Ratification of independent auditors*	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

With respect to Proposal 1, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 4. You may vote “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN” on Proposal 3.

2023 Proxy Statement

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 22)

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Laurie B. Burns, Robert E. Cramer, Donna D. Fraiche, John L. Harrington and William A. Lamkin as Independent Trustees and John G. Murray and Adam D. Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2023 Annual Meeting, assuming the election of the Trustee nominees.

NAME OF TRUSTEES	INDEPENDENT	COMMITTEE MEMBERSHIP
Laurie B. Burns	✓	Audit Compensation (Chair)
Robert E. Cramer	✓	Audit Nominating and Governance (Chair)
Donna D. Fraiche	✓	Audit Compensation Nominating and Governance
John L. Harrington	✓	Audit Compensation
William A. Lamkin	✓	Audit (Chair)
John G. Murray		None
Adam D. Portnoy		None

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 38)

COMPENSATION DISCUSSION AND ANALYSIS (Page 39)

Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC (“RMR”). Our business management agreement with RMR is designed to incentivize RMR to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.

PROPOSAL 3: Advisory vote on the frequency of future advisory votes to approve executive compensation (Page 52)

PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 53)

2023 Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES
AND BOARD MATTERS

Review of Corporate Governance Policies and Shareholder Engagement

Our Board is committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with our shareholders, our Board continues to proactively evaluate our corporate governance principles. Based on these principles, over the past three years our Board:

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added two Trustees to our Board with deep industry experience and increased the size of our Board to seven members and the percentage of our Board comprised of Independent Trustees to 71%;

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amended our Declaration of Trust to declassify our Board so that all of our Trustees will stand for election annually beginning with our 2023 Annual Meeting, a measure which was supported by more than 73% of our shareholders;

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SEC Form DEF 14A filed by Service Properties Trust