Hospitality Properties Trust Announces Preliminary Annual Meeting Results
June 01 2015 - 9:00PM
Business Wire
Hospitality Properties Trust (NYSE: HPT) announced the
preliminary results of its annual meeting held today, as
follows:
Shareholders approved by the required share votes a non-binding
advisory resolution approving the compensation paid to the Trust’s
named executive officers.
Shareholders approved by the required share votes a non-binding
ratification of the appointment of Ernst & Young LLP as the
Trust’s independent registered public accounting firm.
The proposal by HPT’s Board of Trustees, or the Board, that any
future election by the Trust to opt-in to provisions of the
Maryland Unsolicited Takeovers Act be submitted to shareholders for
ratification within 18 months following such election did not
receive the share votes required for approval under the Trust’s
governing documents.
A non-binding shareholder proposal by UNITE HERE that any future
election by the Trust to opt-in to provisions of the Maryland
Unsolicited Takeovers Act should not be made without shareholders’
prior approval was approved by a majority of the share votes
cast.
Bruce M. Gans, M.D., the Independent Trustee nominee, and Adam
D. Portnoy, the Managing Trustee nominee, each received less than
the majority of share votes for his election required by the
Trust’s governing documents, and each resigned. Thereafter, the
Trust’s Nominating and Governance Committee and the Trust’s Board
met and considered that applicable Securities and Exchange
Commission rules, New York Stock Exchange listing requirements and
the Trust’s governing documents require that the Trust have a
majority of Independent Trustees and at least two Managing Trustees
and that each of Dr. Gans and Mr. Portnoy had in the past provided
high quality services as Trustees. Based upon these considerations
and others, the Nominating and Governance Committee recommended and
the Board then elected Bruce M. Gans M.D. to serve as an
Independent Trustee and Adam D. Portnoy to serve as a Managing
Trustee, each until the 2016 annual meeting or until his successor
is duly qualified and elected or appointed.
HPT has retained IVS Associates as inspector of elections and
HPT intends to file the final vote tallies with the Securities and
Exchange Commission on Form 8-K when those tallies become
available.
Hospitality Properties Trust is a real estate investment trust,
or REIT, which owns a diverse portfolio of hotels and travel
centers located in 44 states, Puerto Rico and Canada. HPT’s
properties are operated under long term management or lease
agreements. HPT is headquartered in Newton, Massachusetts.
WARNING REGARDING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER SECURITIES LAWS. THESE STATEMENTS ARE BASED UPON HPT’S
PRESENT BELIEFS AND EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS
ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS,
INCLUDING SOME REASONS BEYOND HPT’S CONTROL. FOR EXAMPLE, ALL OF
THE ANNUAL MEETING RESULTS ANNOUNCED IN THIS PRESS RELEASE ARE
BASED UPON INFORMATION PROVIDED TO HPT BY HPT’S PROXY SOLICITOR.
BECAUSE THERE WERE COMPETING PROXY SOLICITATIONS BY HPT AND UNITE
HERE, HPT HAS HIRED IVS ASSOCIATES AS AN INDEPENDENT INSPECTOR OF
ELECTIONS TO CALCULATE THE FINAL SHARE VOTE TALLIES. WHEN IVS
ASSOCIATES COMPLETES THIS WORK, THE PRELIMINARY RESULTS ANNOUNCED
IN THIS PRESS RELEASE MAY CHANGE.
INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THE
FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the New York
Stock Exchange.No shareholder, Trustee or officer is personally
liable for any act or obligation of the Trust.
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version on businesswire.com: http://www.businesswire.com/news/home/20150601006819/en/
Hospitality Properties TrustKatie Strohacker,
617-796-8232Director, Investor Relationswww.hptreit.com
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