06/16/2025 | Press release | Distributed by Public on 06/16/2025 14:24
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 13, 2025 (the "Annual Meeting"), the Company's shareholders approved the Service Properties Trust Second Amended and Restated 2012 Equity Compensation Plan (the "Share Award Plan"), which amended and restated the predecessor Amended and Restated 2012 Equity Compensation Plan to increase by 3,100,000 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 13, 2035, 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 us or to the Company's 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 for the Annual Meeting, which proxy statement was filed with the Securities and Exchange Commission (the "SEC"), on March 26, 2025 (the "2025 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 2025 Proxy Statement. 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 2026 annual meeting of shareholders and until her, his or their 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 | 98,102,146 | 8,651,977 | 900,520 | 17,617,525 | ||||||||
Robert E. Cramer | 69,672,586 | 37,061,902 | 920,155 | 17,617,525 | ||||||||
Donna D. Fraiche | 82,176,574 | 24,509,287 | 968,782 | 17,617,525 | ||||||||
William A. Lamkin | 97,613,169 | 9,121,040 | 920,434 | 17,617,525 | ||||||||
Rajan C. Penkar | 98,365,595 | 8,386,369 | 902,679 | 17,617,525 | ||||||||
Christopher J. Bilotto | 99,792,582 | 6,972,325 | 889,736 | 17,617,525 | ||||||||
Adam Portnoy | 73,103,501 | 34,437,213 | 113,929 | 17,617,525 |
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 2025 Proxy Statement. This proposal received the following votes:
For | Against | Abstain | Broker Non-Votes | ||||||||
102,239,867 | 5,053,254 | 361,522 | 17,617,525 |
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 | ||||||||
103,969,572 | 3,301,905 | 383,166 | 17,617,525 |