Service Properties Trust

06/16/2025 | Press release | Distributed by Public on 06/16/2025 14:24

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 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
Service Properties Trust published this content on June 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 16, 2025 at 20:24 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io