Service Properties Trust Stockholders Approve Directors & Say-on-Pay

TL;DR

SVC stockholders re-elected the board and approved executive pay, no surprises.

AI Summary

On June 14, 2024, Service Properties Trust (SVC) announced the results of its annual meeting of stockholders. Stockholders elected all nominated directors, approved an advisory resolution on executive compensation, and ratified the appointment of its independent registered public accounting firm for the fiscal year ending December 31, 2024. The company also disclosed that it has been operating under a new name since May 17, 1995, having previously been known as Hospitality Properties Trust.

Why It Matters

The outcome of the annual meeting confirms the board's composition and executive compensation structure, providing stability and clarity for investors regarding corporate governance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance matters from an annual meeting, with no significant financial or operational changes disclosed.

Key Players & Entities

• Service Properties Trust (company) — Registrant
• Hospitality Properties Trust (company) — Former company name
• June 14, 2024 (date) — Date of earliest event reported
• December 31, 2024 (date) — Fiscal year end for accounting firm appointment
• May 17, 1995 (date) — Date of name change

FAQ

Filing Documents

• tm2416887d1_8k.htm (8-K) — 53KB
• tm2416887d1_ex3-3.htm (EX-3.3) — 363KB
• tm2416887d1_ex3-4.htm (EX-3.4) — 425KB
• 0001104659-24-072260.txt ( ) — 1173KB
• hpt-20240614.xsd (EX-101.SCH) — 3KB
• hpt-20240614_lab.xml (EX-101.LAB) — 33KB
• hpt-20240614_pre.xml (EX-101.PRE) — 22KB
• tm2416887d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 14, 2024, our Board of Trustees (the "Board") approved and adopted our Third Amended and Restated Bylaws (the "Amended Bylaws"), to (1) reduce the permitted ownership of our shares on a prospective basis, from 9.8% to 5%, in order to preserve our cumulative net operating losses, as further described below, (2) eliminate provisions which, subject to certain exceptions, allowed for the resolution of disputes, claims or controversies brought by a shareholder against us or any Trustee, officer, manager, agent or employee of us on such shareholder's own behalf, on behalf of us or on behalf of any series or class of shares or shareholders, including derivative and class actions, through binding and final arbitration in accordance with specified procedures, and (3) make certain clarifying, administrative and conforming changes. The new Article IX of the Amended Bylaws generally provides that transfers of our shares (and certain other securities) to a person, entity or group which is then, or would become as a result, an owner of 5% or more of our outstanding shares would be void in total for transferees then already owning 5% or more of our shares and, for transferees that would otherwise become owners of 5% or more of our shares, to the extent the transfer would so result in such level of ownership by the proposed transferee. The prohibited transfer threshold was set at 5% because transfers at or above that level could result in limitations on our ability to use our net operating losses and other tax benefits to reduce our future taxable income, as provided under the United to attempted transfers in violation of the Article IX prohibition may be subject to transfer to a charitable trust in accordance with the provisions of Section 5.14 of our De

07

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Company's annual meeting of shareholders held on June 14, 2024 (the "2024 Annual Meeting"), the Company's shareholders voted on the election of eight Trustees to the Board each for a one year term of office continuing until the Company's 2025 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 128,180,137 3,307,166 151,580 14,529,973 Robert E. Cramer 94,152,534 37,329,408 156,941 14,529,973 Donna D. Fraiche 112,629,513 18,855,738 153,632 14,529,973 John L. Harrington 126,583,030 4,896,561 159,292 14,529,973 William A. Lamkin 125,814,026 5,667,648 157,209 14,529,973 Rajan C. Penkar 129,505,994 1,965,550 167,339 14,529,973 John G. Murray 124,379,664 7,107,825 151,394 14,529,973 Adam D. Portnoy 89,659,657 41,826,303 152,923 14,529,973 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 Company's proxy statement relating to the 2024 Annual Meeting. This proposal received the following votes: For Against Abstain Broker Non-Votes 119,426,636 11,371,054 841,193 14,529,973 The Company's shareholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2024 fiscal year. This proposal received the following votes: For Against Abstain Broker Non-Votes 145,620,548 383,746 164,562 N/A The results reported above are final voting results.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 3.3 Third Amended and Restated Bylaws of the Company, adopted June 14, 2024 (Filed herewith) 3.4 Third Amended and Restated Bylaws of the Company, adopted June 14, 2024 (marked copy) (Filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 hereunto duly authorized. SERVICE PROPERTIES TRUST By: /s/ Brian E. Donley Name: Brian E. Donley Title: Chief Financial Officer and Treasurer Date: June 17, 2024

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View this 8-K filing on SEC EDGAR