Service Properties Trust

06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:08

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, at the Company's annual meeting of shareholders held on June 11, 2026 (the "Annual Meeting"), the Company's shareholders approved the Service Properties Trust Third Amended and Restated 2012 Equity Compensation Plan (the "Share Award Plan"), which amended and restated the predecessor Second Amended and Restated 2012 Equity Compensation Plan to increase by 4,000,000 the total number of common shares of beneficial interest, $.01 par value per share, available for grant under the plan and to extend the term of the plan until June 11, 2036, the tenth anniversary of the Annual Meeting. The Company's Trustees and officers, employees of The RMR Group LLC, consultants, advisors or other persons or entities providing management, administrative or other services to the Company or its subsidiaries are eligible to receive awards under the Share Award Plan.

A copy of the Share Award Plan that was approved by the Company's shareholders was included as Annex A to the Company's proxy statement supplement for the Annual Meeting, which proxy statement supplement was filed with the Securities and Exchange Commission (the "SEC"), on April 27, 2026 (the "2026 Proxy Supplement", together with the proxy statement for the Annual Meeting filed with the SEC on March 17, 2026, the "2026 Proxy Statement"), and is available at the SEC's website at www.sec.gov. The terms and conditions of the Share Award Plan are described in detail in the 2026 Proxy Supplement. The foregoing description of the Share Award Plan is qualified in its entirety by the terms of the Share Award Plan. A copy of the Share Award Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

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

At the Annual Meeting, the Company's shareholders voted on the election of seven Trustees to the Company's Board of Trustees each for a one year term of office continuing until the Company's 2027 annual meeting of shareholders and until her or his respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:

Nominee Votes For Against Abstain Broker Non-Votes
Laurie B. Burns 95,060,944 17,727,239 137,819 14,178,570
Robert E. Cramer 71,387,274 41,349,899 188,829 14,178,570
Donna D. Fraiche 81,761,146 31,021,658 143,198 14,178,570
William A. Lamkin 94,808,514 17,932,956 184,532 14,178,570
Rajan C. Penkar 95,227,689 17,547,601 150,712 14,178,570
Christopher J. Bilotto 95,546,693 17,225,521 153,788 14,178,570
Adam Portnoy 74,500,382 38,258,808 166,812 14,178,570

The Company's shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the 2026 Proxy Statement. This proposal received the following votes:

For Against Abstain Broker Non-Votes
93,864,625 18,402,279 659,098 14,178,570

The Company's shareholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2026 fiscal year. This proposal received the following votes:

For Against Abstain Broker Non-Votes
117,966,231 8,958,631 179,710 N/A

As described above in Item 5.02, the Company's shareholders also voted on the approval of the Share Award Plan. This proposal received the following votes:

For Against Abstain Broker Non-Votes
90,434,074 9,750,120 12,741,808 14,178,570

The results reported above are final voting results.

Service Properties Trust published this content on June 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 12, 2026 at 20:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]