DEF 14A 1 a2243137zdef14a.htm DEF 14A

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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Service Properties Trust

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


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Table of Contents

Notice of 2021 Annual Meeting
of Shareholders and Proxy Statement

Wednesday, June 16, 2021 at 9:30 a.m., Eastern time

Live Webcast Accessible at
https://www.viewproxy.com/ServicePropertiesTrust/2021/

Table of Contents

LETTER TO OUR SHAREHOLDERS FROM YOUR BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our 2021 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Wednesday, June 16, 2021. 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.

The COVID-19 pandemic severely disrupted the lodging and net lease sectors. We actively worked with our hotel managers to reduce operating costs and limited our capital expenditures to maintenance capital, projects underway and contractual obligations. We made the difficult decision to terminate our hotel management agreements with Marriott International, Inc. and InterContinental Hotels Group, plc for their failure to pay us our minimum return and transfer the management and branding of these hotels to Sonesta International Hotels Corporation. We believe the rebranding will benefit us by creating more flexibility with respect to capital investments and possible repurposing hotels to other uses or sales. We also benefit from our 34% ownership interest in Sonesta.

Our largest net lease tenant, TravelCenters of America Inc., continued to pay all of its contractual rent throughout the COVID-19 pandemic, as TA continued to benefit from healthy trucking activity and its importance to the nation's supply chain. Rent collections from our net lease tenants was stable at 95.3% by the end of the fourth quarter 2020.

We also took proactive steps to fortify our liquidity, including amending our revolver to address covenant compliance issues, raising $1.3 billion in senior notes, reducing our dividend and executing $174.2 million of asset sales and using the proceeds to prepay debt.

We continue to actively monitor our business and the disruptions to our business as a result of the COVID-19 pandemic, with an eye toward best positioning us for stability and recovery.

We thank you for your investment in our Company and for the confidence you put in this Board to oversee your interests in our business.

April 12, 2021


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

Table of Contents

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS OF SERVICE PROPERTIES TRUST


		Location: Live Webcast Accessible at https://www.viewproxy.com/ ServicePropertiesTrust/2021/ Date: Wednesday, June 16, 2021 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; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2021 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 24, 2021.
				Attending Our 2021 Annual Meeting: Due to the public health impact of the COVID-19 pandemic and to protect the health and well-being of our shareholders and other stakeholders, our 2021 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 record date who holds shares directly, you may participate in our 2021 Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/ServicePropertiesTrust/2021/. 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 record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend our 2021 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 2021 Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of our 2021 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
				April 12, 2021

Table of Contents

TABLE OF CONTENTS


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
Sustainability			6
Key Responsibilities of Our Board			13
Our Board's Role in Oversight of Risk Management			13
Trustee Independence			14
Executive Sessions of Independent Trustees			15
Board Leadership Structure			15
Lead Independent Trustee			15
Code of Business Conduct and Ethics and Committee Governance			16
Prohibition on Hedging			16
Nominations for Trustees			16
Communications with Our Board			17
Shareholder Nominations and Other Proposals			17
PROPOSAL 1: ELECTION OF TRUSTEES			19
Trustee Nominees to be Elected at Our 2021 Annual Meeting			21
Continuing Trustees			22
Executive Officers			25
BOARD COMMITTEES			26
Audit Committee			26
Compensation Committee			26
Nominating and Governance Committee			26
BOARD MEETINGS			27
TRUSTEE COMPENSATION			27
Compensation of Trustees			27
Trustee Share Ownership Guidelines			27
Fiscal Year 2020 Trustee Compensation			28
OWNERSHIP OF OUR EQUITY SECURITIES			29
Trustees and Executive Officers			29
Principal Shareholders			30
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			31

SEC Form DEF 14A filed by Service Properties Trust