NEWTON, Mass.--(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.