Summit Hotel Properties Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$INN
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| of incorporation or organization) | ||||||||
(Address of Principal Executive Offices) (Zip Code)
(512 ) 538-2300
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, Summit Hotel Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 97,594,010 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 87.62% of the outstanding shares of common stock on March 5, 2025, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: To elect eight directors to the Company’s Board of Directors.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Bjorn R. L. Hanson | 85,882,503 | 4,746,962 | 16,848 | 6,947,697 | ||||||||||||||||||||||
| Jeffrey W. Jones | 88,883,208 | 1,746,041 | 17,064 | 6,947,697 | ||||||||||||||||||||||
| Kenneth J. Kay | 88,390,423 | 2,239,382 | 16,508 | 6,947,697 | ||||||||||||||||||||||
| Mehulkumar B. Patel | 90,247,676 | 381,644 | 16,993 | 6,947,697 | ||||||||||||||||||||||
| Amina Belouizdad Porter | 87,245,645 | 3,354,018 | 46,650 | 6,947,697 | ||||||||||||||||||||||
| Jonathan P. Stanner | 88,961,304 | 1,672,048 | 12,961 | 6,947,697 | ||||||||||||||||||||||
| Thomas W. Storey | 86,414,674 | 4,204,719 | 26,920 | 6,947,697 | ||||||||||||||||||||||
| Hope S. Taitz | 84,074,698 | 5,947,293 | 624,322 | 6,947,697 | ||||||||||||||||||||||
All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the Company’s 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.
Proposal 2: To ratify the appointment of Ernst & Young LLP.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 93,983,548 | 3,593,985 | 16,477 | — | |||||||||||||||||
At the Annual Meeting, stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3: To approve an advisory (non-binding) resolution approving the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 87,371,959 | 3,217,470 | 56,884 | 6,947,697 | |||||||||||||||||
At the Annual Meeting, stockholders approved, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SUMMIT HOTEL PROPERTIES, INC. | |||||||||||
| Date: May 22, 2025 | By: | /s/ Christopher R. Eng | |||||||||
| Christopher R. Eng Executive Vice President, General Counsel, Chief Risk Officer and Secretary | |||||||||||