PREC14A
1 PRELIMINARY PROXY STATEMENT
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.)
Filed
by the Registrant [ ]
Filed
by a Party other than the Registrant [ x ]
Check
the appropriate box:
[x]
Preliminary Proxy Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ]
Definitive Proxy Statement
[ ]
Definitive Additional Materials
[ ]
Soliciting Material Pursuant to section 240.14a-12
----------------------------------------------------------------------------------------------------
(Name
of Registrant as Specified In Its Charter):
Hospitality
Properties Trust. (NYSE: HPT)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant):
UNITE
HERE
Payment
of Filing Fee (Check the appropriate box):
[x]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
149,941,812
shares of common stock outstanding and entitled to vote
(2/26/2015) <F1>
3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
------------------------------------------------------------------------------------------------------------
<PAGE>
PRELIMINARY
PROXY STATEMENT
I.
INDEPENDENT SHAREHOLDER SOLICITATION for Annual Shareholders
Meeting
Hospitality
Properties Trust. (NYSE: HPT)
[Date
of meeting]
[Address
of meeting]
First
released to shareholders on _______, 2015
UNITE
HERE
275
Seventh Ave.
New
York, NY 10001
Tel:
212-265-7000
Fax:
212-265-3415
To
Fellow Hospitality Properties Trust Shareholders:
Before
completing a long-awaited process of board declassification,
Hospitality Properties Trust has already moved to keep open a
statutory loophole that would allow the company to 1) reclassify
without shareholder approval and 2) postpone a subsequent
declassification vote.
HPT
has also moved to block shareholders from voting to close the
statutory loophole, by excluding from its proxy statement a
shareholder proposal to close this loophole. We urge HPT
shareholders to strenuously resist what would be a major
reversal in corporate governance at HPT by:
1)Vote
to recommend HPT opt out of all provisions of Maryland's
Unsolicited Takeover Act ("MUTA"), and to require shareholder
approval BEFORE opting in;
2)Vote
"against" the reelection of the incumbent directors.
3)Vote
"against" management's proposal to give itself the right to opt
into MUTA and wait 18 months before subjecting that decision to
a shareholder vote.
I.Background
At
HPT's last Annual Meeting, 90.5% of shares voted were cast in
favor of opting out of Maryland's Unsolicited Takeover Act
("MUTA"). MUTA permits the Board, without shareholder approval,
to implement various takeover defenses which may adversely
affect shareholder value by discouraging offers to acquire the
Company.<F2>
HPT
did not act on shareholders' recommendation.
UNITE
HERE resubmitted a substantially-identical proposal for the 2015
Annual Meeting. HPT acted to exclude the proposal by introducing
an alternative management proposal on the same topic. HPT
requested the Securities and Exchange Commission (SEC) to allow
it to exclude UNITE HERE's shareholder proposal from proxy
materials pursuant to Rule 14a-8(i)(9), stating its intent to
introduce a conflicting management proposal at the 2015 meeting.
However, in the wake of the Commission having received
institutional shareholder opposition to SEC Staff excluding many
shareholder proposals on this basis, on January 16, 2015, the
SEC announced it "will express no views under Exchange Act Rule
14a-8(i)(9)" for the current proxy season.<F3> Rather than
do what most issuers do when the SEC fails to grant no-action
relief -- allow a proposal to proceed to a vote -- on March 2,
2015, HPT filed a preliminary proxy statement that excluded
UNITE HERE's proposal, and also fails to even mention that HPT
received such proposal. <F4>
Yet
only last year, HPT's sister REIT, Commonwealth REIT, adopted
the very reform HPT shareholders have endorsed: opting out of
MUTA, and requiring prior shareholder approval to opt back in.
HPT Managing Trustee Adam Portnoy, at the time also Managing
Director of Commonwealth, praised this reform as an example of
"best in class corporate governance":
"The
Board's actions to permanently waive its right to classify
itself under Maryland law demonstrate our commitment to best in
class corporate governance and confirm that CWH's many corporate
governance enhancements are irreversible and sincere."<F5>
We
urge shareholders not to accept second-class corporate
governance, and act to ensure improvements to shareholder rights
at HPT are likewise "irreversible and sincere."
Management's
proposal could turn back the clock on annual director
elections
HPT
shareholders had to vote to declassify our Board for five
consecutive years before the Board finally initiated the process
of instituting annual director elections. At the current pace,
already shareholders have to wait until 2017 before all
directors will face annual elections.
UNITE
HERE'S proposal would prevent use of MUTA antitakeover
protections without majority shareholder approval. It gets rid
of this potential poison pill unless shareholders first allow it
with a majority vote.
HPT's
proposal would allow the Company's Board to opt-in to any
provision of MUTA at any time without shareholder approval. The
only requirement would be that the Board submit such an act to a
shareholder vote at a meeting within 18 months AFTER the MUTA
opt-in, and AFTER the Company had enjoyed the MUTA protections
in any takeover attempt(s).
In
practice, the company's proposal could mean delaying annual
director elections by four additional years - possibly
indefinitely. If the company were to classify its board by
opting into MUTA, shareholders would have an opportunity to vote
to opt out of MUTA only on the second annual meeting following
classification. If approved and implemented, it could take an
additional two years to return to annual director elections.
Thus,
the Company's proposal acts as a poison pill that can be used at
any time. Moreover, the Company's proposal, if successful, would
be codified in the Bylaws, potentially making it more difficult
for shareholders to undo in the future.
The
provision in the Company's proposal allowing it to wait as much
as 18 months before allowing shareholders to vote on a MUTA
opt-in also could also effectively thwart takeover attempts. Any
unsolicited bid that prompts HPT to opt-in to MUTA could well be
abandoned before 18 months had elapsed, rendering any
shareholder vote essentially moot. In fact, HPT could use MUTA
protections to stave off multiple takeover attempts with an
18-month period, before ever having to put the issue to a
shareholder vote.
It
is also unclear at this point whether or not the Company's
proposal would allow it to avail itself of MUTA protections
multiple times, as it has not yet submitted the specific text of
the proposal. Unless it specifies that any shareholder vote to
repeal a MUTA opt-in is permanent and binding, it is possible
that the Board could still opt-in to MUTA at some point after
any repeal vote. This would have the effect of rendering
shareholder votes on MUTA essentially meaningless. Such a
feature is especially objectionable given this Company's history
of ignoring the expressed will of its shareholders, as discussed
further below.
Management's
counter-proposal appears to have been put forward with the
sole objective of eliminating a proposal already approved by a
strong majority of shareholders.
The
intent of HPT's competing proposal is clear to us: it appears
designed to eliminate a proposal which the Company knows is
favored by a majority of its shareholders, as evidenced by a
90.5% vote (representing 73.2% of shares outstanding) at the
2014 annual meeting less than a year ago. We submit that if HPT
were committed to opt out of MUTA, then the Managing Trustees
would simply direct the board to opt out, as they did at HPT's
sister company CWH less than a year ago.
In
our view, the ability of shareholders to hold management
accountable is particularly important where companies engage in
significant related party transactions. HPT is one such company.
HPT relies on a company called RMR, owned by HPT Trustees Barry
and Adam Portnoy, to conduct the Trust's day to day operations.
HPT and RMR share managing trustees and officers; RMR also
provides services to other public companies connected to HPT's
Independent Trustees.<F6>
Management's
response to Shareholder Proposal consistent with past practice
of ignoring majority-supported shareholder proposals.
HPT's
response to our proposal is unfortunately in line with a long
history in which Trustees ignored repeated requests by
shareholders to strengthen the Company's governance structure:
* In
2009, shareholders supported board declassification 74% of votes
cast and 58% of shares outstanding; in 2010, by 91.1% of votes
cast and 72.28% of shares outstanding; in 2011, by 88.7% of
votes cast and 68.6% of shares outstanding; in 2012, by 89.7% of
votes cast and 67.6% of shares outstanding, and in 2013, 90.1%
of votes cast and 72.2% of shares outstanding. HPT's board did
not initiate declassification of its Board until 2014.<F7>
*In
2010, a proposal by the Florida Board of Administration to
remove certain of HPT's supermajority voting requirements was
supported by 88.4% of votes cast and 70.1% of outstanding
shares. The proposal was not implemented. In 2012, shareholders
supported a similar proposal put forward by UNITE HERE with 76%
of votes cast and 60.9% of shares outstanding. HPT's board did
not remove its supermajority voting threshold until 2014.<F8>
*In
2012 and 2013, the Company reappointed two Board members who
resigned after failing to obtain the majority vote standard
required by our By-Laws.<F9>
When
first faced with an unsolicited bid for Commonwealth REIT, the
Portnoy-led Board moved to bolster its already formidable
takeover defenses (which included a poison pill, a classified
board and supermajority voting requirements). After dissidents
announced their intention to remove Commonwealth's entire board
in February 2013, Commonwealth took several defensive steps,
including:
*Unilaterally
amending its bylaws, limiting the right to nominate new board
members to shareholders who held at least 3% of the company's
common stock for at least 3 years;<F10>
*Opting
into Section 3-803 of MUTA, and arguing this election meant
directors may be thenceforward removed only "for cause,";<F11>
*Reappointing
a director who resigned after receiving the support of only 21%
of shares;<F12>
*Allegedly
lobbying Maryland's legislature to amend the state's
anti-takeover statutes to make it more difficult to remove
directors of companies electing to be subject to MUTA.<F13>
In
September 2013 - after dissidents announced the support of 70%
of shares for replacing Commonwealth's entire board -
Commonwealth abruptly changed tactics, announcing an array of 11th-
hour corporate governance improvements. These included:<F14>
*Initiating
annual director elections
*Reforming
the external advisory agreement with RMR
*Removing
the "dead hand" provisions of the company's poison pill and
accelerating its termination
*Adding
independent trustees and a lead director to the board
In
fact, on March 10, 2014, Commonwealth announced it had
permanently opted out of Section 3-803 of the Maryland
Unsolicited Takeovers Act - precisely the measure HPT
shareholders recommended to HPT's board at the 2014 annual
meeting, with the support of 90.5% of votes cast - and the
proposal HPT's board has now omitted from its proxy.<F15>
These
improvements may have come too late, as Commonwealth
shareholders proceeded to replace the entire incumbent board in
May 2014.<F16>
It
was in this context, at HPT's 2014 annual meeting, that the
Company's Board finally acted on recommendations supported for
years by a strong majority of shareholders: annual director
elections, and the elimination or reduction of supermajority
voting requirements.
However,
after the loss of Commonwealth, HPT began backsliding on
corporate governance. The company failed to act on shareholders'
mandate to make the move to annual director elections likewise
"irreversible and sincere" at HPT. And almost immediately, HPT
and RMR added change-in-control termination fees to their
external advisory agreement.<F17>
If
HPT were genuinely serious about being responsive to shareholder
will, it would have included UNITE HERE's proposal on its proxy.
It is a materially-stronger proposal, it is one that a majority
of HPT shareholders have already expressed support for, and it
is one that the Portnoys recently adopted at their sister REIT.
HPT
remains deeply discounted; shareholders deserve to consider
strategic alternatives
In
its preliminary proxy, HPT states that "it was the view of the
Company's advisors, including special counsel, that MUTA may
provide the board of a Maryland REIT with valuable tools to
maximize shareholder value in response to a hostile takeover
attempt."<F18> However, we believe that the experience of
Commonwealth shareholders described above suggests shareholders
of RMR-advised REITs should be more concerned with scenarios in
which the company fails to respond to acquisition offers that
would be favorable to shareholders. Indeed, HPT consistently
trails the pack of lodging REITs in terms of valuation (for
example, HPT occupied last or second to last place among 17
publicly traded lodging REITs in both p/FFO and EV/EBITDA
multiples between 2011 and 2014);<F19> it is difficult to
see how, absent a takeover bid or other restructuring,
management could close this gap.
II.SUPPORTING
STATEMENT FOR OUR PROPOSAL FOR MUTA OPT-OUT ABSENT ADVANCE
SHAREHOLDER CONSENT
Our
proposal is as follows:
RESOLVED,
that shareholders of Hospitality Properties Trust ("the
Company") urge the Board to take all steps necessary to cause
the Company to opt out of Maryland's Unsolicited Takeover Act
(Title 3, subtitle 8 of the Maryland General Corporation Law),
and to require approval by a majority of shareholders casting
votes before opting back into the Act.
Our
proposal urges the Board to take the actions required for the
Company to opt out of MUTA and require a majority vote of
shareholders to opt back in.
The
Unsolicited Takeover Act (Title 3, Subtitle 8 of the Maryland
General Corporation Law) permits the Board, without shareholder
approval, to implement various takeover defenses, such as
classifying the board retroactively, expanding the board with
vacancies filled only by vote of other trustees, and requiring a
two-thirds vote for removal of a trustee. The Company currently
has not opted out of the Unsolicited Takeover Act.
These
Acts behave as anti-takeover measures unless our Company has
opted out with a requirement that a majority vote of
shareholders approve any future opt-in. Research on such
anti-takeover statutes indicates that they fail to protect
shareholder interests. Empirical studies have shown that state
anti-takeover statutes harm shareholders by failing to maximize
profit and by leading to uncertainty for shareholders.<F20>
Robust econometric data shows that anti-takeover statutes
increase agency managerial cost and reduce shareholder
wealth.<F21> Further, studies have shown that because they
protect managers from removal, they reduce incentives for
managers to operate as profitably as possible.<F22>
The
availability of a broad range of anti-takeover devices is not
merely an academic issue for our company: the US hotel industry
has witnessed improved operating fundamentals in recent years.
If the previous cycle is any indication, shareholders can expect
to see stepped-up merger activity in the coming years. Not
opting out of the Acts may adversely affect shareholder value by
discouraging premium-rich offers to acquire the Company that
could be beneficial to shareholders.
SUMMARY
OF THE REASONS TO VOTE AGAINST THE ELECTION OF INCUMBENT
TRUSTEES
Our Board has a long history of failing to act on
shareholder recommendations, as well as re-appointing directors
who have failed to gain the support of a majority of
shareholders. By excluding a shareholder proposal previously
supported by more than 90% of votes cast, and substituting for
it a proposal that has the properties of a poison pill, our
Board has shown that its callous disregard for shareholders'
votes still persists. We ask shareholders' authorization to cast
votes AGAINST the election of all incumbent Trustees.
Commentator James McRitchie, publisher of Corpgov.net, has
written:
"I hope all proxy advisors and all funds will recommend voting
against any board that refuses to include proposals based on
Rule 14a-8(i)(9). If they can get a no-action from the SEC on
some other basis, fine. However, if they omit a duly submitted
proxy proposal based on their own interpretation of the
subdivision now under review by the SEC, their directors should
face a vote of no confidence."
We incorporate by reference herein the information contained in
management's proxy statement at pages [ ] showing the names and
backgrounds of the Company's nominees for reelection to the
Board.
IV. PROXY VOTING:
PLEASE USE THE ENCLOSED BLUE PROXY CARD TO VOTE FOR THE
PROPOSAL. YOU WILL ALSO RECEIVE A PROXY CARD FROM MANAGEMENT. IF
YOU SUPPORT OUR PROPOSAL, DO NOT SEND BACK MANAGEMENT'S CARD, AS
ACCORDING TO MANAGEMENT, YOU WILL BE GRANTING MANAGEMENT
DISCRETIONARY AUTHORITY TO VOTE AGAINST OUR PROPOSAL.
ANY
PROXY CARD YOU HAVE SIGNED IS CANCELLED OUT BY SUBMITTING A
LATER-DATED PROXY CARD.
We
intend to solicit at least a majority of the voting power of the
outstanding stock. You can revoke any proxy vote prior to the
tally at the shareholders meeting by signing and submitting a
new proxy card, by sending written notice of revocation to the
proxy holder, or by appearing at the meeting and voting in
person. The record date for eligibility to vote is [DATE].
Our
proposal is non-binding. Management may refuse to allow our
proposal to be presented at the shareholders meeting. Even if it
does so, we will nonetheless separately send management and the
Board the tally of the votes we receive. Your votes on all other
items will be submitted at the annual meeting and cannot be
refused by management. Passage of our proposal requires approval
of a majority of votes cast. We seek no discretionary voting
authority for the meeting: we will vote your stock as you
instruct us. If you return the enclosed blue card but give us no
instructions, we will vote your stock AGAINST the incumbent
directors, AGAINST management's proposal to let it opt into MUTA
for 18 months after an offer, FOR our MUTA opt-out proposals,
FOR ratification of the auditor, and not vote on any other
matter. We do not expect any matter to be raised at the meeting
that is not addressed in this proxy statement or the Company's
proxy statement. We incorporate by reference all information
concerning the board of trustees and voting procedures contained
in management's proxy statement at [PAGES].
V.
INFORMATION ON PARTICIPANTS IN THIS SOLICITATION:
The
participants in this solicitation will be UNITE HERE and its
staff, including Andy Lee, Courtney Alexander, and JJ Fueser.
These staff are located at the UNITE HERE offices in Los Angeles
CA, Reno NV and Toronto, Canada, respectively.
UNITE
HERE represents approximately 275,000 active members throughout
North America. This solicitation is conducted by UNITE HERE,
which owns 190 shares of Hospitality Properties Trust stock
(including shares held of record) and represents workers at
three hotels owned by HPT for collective bargaining purposes.
Employees at one additional hotel owned by HPT recently began a
labor dispute with their hotel operator (after submission of our
proposal).
We
do not seek your support in labor matters and do not believe
that enactment of the proposals would have any impact on such
matters. UNITE HERE will vote each proxy card it receives in
accordance with the shareholder's instructions. UNITE HERE will
not seek any discretionary voting authority for the shareholders
meeting: rather, it will vote stock solely as directed (unless
no direction is given).
UNITE
HERE will bear all solicitation costs (anticipated at $10,000)
and will not seek reimbursement from the Company. It will
solicit proxies by mail, phone, e-mail, fax and in person using
its regular staff, who shall not receive any additional
compensation, but they may also hire an outside solicitor. It
will reimburse banks, brokers, and other custodians, nominees or
fiduciaries for reasonable expenses incurred in forwarding proxy
material to beneficial owners.
IV.
EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF MANAGEMENT AND 5%
OWNERS/SHAREHOLDER PROPOSAL RIGHTS
We
incorporate by reference the information contained in
management's proxy statement at [PAGES].
PLEASE
RETURN THE ENCLOSED BLUE PROXY CARD TODAY, AS INSTRUCTED ON THE
CARD.
For
more information, contact the UNITE HERE Research Department at
(212) 265-7000.
---------------------------------------------
[PRELIMINARY
COPY]
PROXY
CARD
Solicited
by UNITE HERE for Annual Shareholders Meeting of Hospitality
Properties Trust, [DATE] 2015.
The
undersigned hereby designates ANDY LEE, COURTNEY ALEXANDER and
JJ FUESER with full power of substitution, as the proxies of the
undersigned for the sole purpose of voting all stock of the
undersigned in the manner marked below at the Hospitality
Properties Trust annual shareholders meeting for 2015. This
proxy card grants no discretionary voting authority: if matters
come before the meeting other than the items below, the stock of
the undersigned will not be voted on such matters.
1.
ELECTION OF TRUSTEES
[ ]
FOR
[ ]
AGAINST
[ ]
ABSTAIN
[ ]
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE
NAME(S) OF NOMINEES BELOW:
UNITE
HERE RECOMMENDS A VOTE AGAINST INCUMBENT TRUSTEES
RUNNING FOR RE-ELECTION
2.
TO APPROVE MANAGEMENT'S PROPOSAL TO ALLOW MANAGEMENT TO OPT-IN
TO MUTA ANTI-TAKEOVER MEASURES AND WAIT 18 MONTHS BEFORE HAVING
A SHAREHOLDER VOTE
[ ]
FOR
[ ]
AGAINST
[ ]
ABSTAIN
UNITE
HERE RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
3. ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION
[ ]
FOR
[ ]
AGAINST
[ ]
ABSTAIN
UNITE
HERE MAKES NO RECOMMENDATION ON THE RATIFICATION OF EXECUTIVE
COMPENSATION.
4.
TO APPROVE THE RATIFICATION OF THE APPOINTMENT OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR
[ ]
FOR
[ ]
AGAINST
[ ]
ABSTAIN
UNITE
HERE MAKES NO RECOMMENDATION ON THE RATIFICATION OF THE AUDITOR
5.
TO APPROVE SHAREHOLDER PROPOSAL TO OPT-OUT OF MUTA'S
ANTI-TAKEOVER MEASURES AND REQUIRE PRIOR SHAREHOLDER APPROVAL TO
OPT BACK IN
[ ]
FOR
[ ]
AGAINST
[ ]
ABSTAIN
UNITE HERE RECOMMENDS A VOTE FOR THIS PROPOSAL.
If no direction is made above, UNITE HERE will vote
this card FOR our proposal, AGAINST the election of incumbent
directors and management's proposal on MUTA, FOR approval of the
auditor and not vote on any other matter.
Dated:
_____________
SIGNATURE:
________________________________________
PRINT:
_____________________________________________
NAME:
_____________________________________________
TITLE
(if shares not held in above name): ________________
Optional
information so we can make sure your vote gets counted and
provide you more information about shareholder issues at
Hospitality Properties Trust (your information will not be put
to any other use):
Telephone:
_________________
Fax:
_______________________
E-mail
address: _______________
This
card can be voted at _____________.com, returned in the enclosed
envelope or by fax to _______________.
_____________________________________
<F1>HPT
2014 10-K, p. 1,
http://www.sec.gov/Archives/edgar/data/945394/000155837015000225/hpt-20141231x10k.htm
<F2>HPT
8-K submitted June 10, 2014, p. 3
<F3>SEC
Announcement, January 16, 2015:
http://www.sec.gov/corpfin/announcement/cf-announcement---rule-14a-8i9-no-views.html#.VPjKF_nF-1c
<F4>HPT
PRE 14A, filed March 2, 2015,
http://www.sec.gov/Archives/edgar/data/945394/000104746915001521/a2223313zpre14a.htm
<F5>
Commonwealth announcement:
http://www.sec.gov/Archives/edgar/data/803649/000110465914017695/a14-6421_18defa14a.htm
<F6>
HPT PRE 14A p. 39-40,
http://www.sec.gov/Archives/edgar/data/945394/000104746915001521/a2223313zpre14a.htm
<F7>HPT
10-Q, filed August 2009, p. 36; HPT 8-K, April 20, 2010; HPT
8-K, May 16, 2011; HPT 8-K, May 9, 2012; HPT 8-K, May 15, 2013;
HPT 8-K, June 10, 2014; Commonwealth announcement re:
Corvex/Related bid:
http://investor.shareholder.com/HRPReit/releasedetail.cfm?releaseid=756458
<F8>
HPT 8-K, April 20, 2010; HPT 8-K, May 9, 2012
<F9>
HPT 8-K, May 9, 2012; HPT 8-K, May 15, 2013
<F10>
http://www.sec.gov/Archives/edgar/data/803649/000110465913016872/a13-5944_10ex3d1.htm
<F11>
http://www.sec.gov/Archives/edgar/data/803649/000110465913029219/a13-7724_19ex99d1.htm
<F12>
http://investor.shareholder.com/HRPReit/releasedetail.cfm?releaseid=764955
<F13>
http://dealbook.nytimes.com/2013/04/18/whats-at-stake-in-the-fight-over-commonwealth-reit/?_r=0
<F14>
http://www.sec.gov/Archives/edgar/data/803649/000110465913091814/a13-25057_10defa14a.htm
<F15
>Commonwealth announcement:
http://www.sec.gov/Archives/edgar/data/803649/000110465914017695/a14-6421_18defa14a.htm
<F16>
Robbie Whelan, "Activists win vote to topple Commonwealth REIT,"
Wall Street Journal, March 18, 2014.
http://www.wsj.com/articles/SB10001424052702303563304579447674091444280
<F17>
HPT 8-K, May 9, 2014:
http://www.sec.gov/Archives/edgar/data/945394/000110465914037341/a14-12347_18k.htm
<F18>
HPT PRE 14a p. 56
<F19>
Lodging 2015 Outlook Wells Fargo, January 14, 2015, p. 7
<F20>
Macey, Jonathan R., "State Anti-Takeover Statutes: Good
Politics, Bad Economics" Faculty Scholarship Series. (1988).
Paper 1739. http://digitalcommons.law.yale.edu/fss_papers/1739
<F21>
Bebchuk, Lucian, Joan Coates IV and Guhan Subramanian. "The
Powerful Antitakeover Force of Staggered Boards: Theory,
Evidence, and Policy," 54 Stanford Law Review (2002).
<F22>
Booth, Richard A. "The Promise of State Takeover Statutes."
Michigan Law Review Vol. 86, No. 7 (Jun., 1988), pp. 1635-1702.
Hospitality Properties (NASDAQ:HPT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hospitality Properties (NASDAQ:HPT)
Historical Stock Chart
From Apr 2023 to Apr 2024
