APPLE HOSPITALITY REIT, INC. (NYSE:APLE) Files An 8-K Submission of Matters to a Vote of Security Holders

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APPLE HOSPITALITY REIT, INC. (NYSE:APLE) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

Submission of Matters to a Vote of Security Holders.
On May 18, 2017, the Company held its Annual Meeting of
Shareholders (the Annual Meeting). At the Annual Meeting,
shareholders considered:
1. The election of three (3) directors to the Board of Directors
of the Company (the Board);
2. An advisory vote regarding the approval of compensation paid
to the Companys named executive officers;
3. An advisory vote regarding the frequency of shareholder
approval of compensation paid to the Companys named executive
officers;
4. The ratification of the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm to serve
for 2017; and
5. The adoption of amended and restated articles of incorporation
(the Charter), including amendments to: (A) declassify the Board
and provide for annual elections of directors, (B) require a
majority vote for all amendments to the Charter, (C) eliminate
the supermajority voting requirement for affiliated transactions,
and (D) remove certain provisions that are no longer applicable
(together, the Proposed Charter Amendments).
As noted below in the summary of shareholder voting, although
over 98% of the shares voted were in favor of the Proposed
Charter Amendment in proposal 5.A, the proposal did not receive
the required votes to be adopted. The proposal required a
supermajority (more than two-thirds) of outstanding common shares
voting in favor of the proposal to be adopted. Based on the
voting results, the Board continues to believe the Proposed
Charter Amendment in proposal 5.A is in the best interest of the
Companys shareholders and plans to propose the Charter amendment
for shareholder consideration again at the 2018 Annual Meeting of
Shareholders.
The Companys shareholders voted as follows on these matters:
1. The Companys shareholders elected the three director nominees
named in the proxy statement with the following votes:
NOMINEE
FOR
WITHHELD
BROKER
NON-VOTES
Glenn W. Bunting
126,742,932
1,699,876
88,405,199
Glade M. Knight
126,462,394
1,980,414
88,405,199
Daryl A. Nickel
121,906,546
6,536,262
88,405,199
Glenn W. Bunting, Glade M. Knight and Daryl A. Nickel will serve
a three-year term expiring at the 2020 Annual Meeting of
Shareholders.
2. The Companys shareholders voted on the advisory resolution to
approve the compensation paid to the Companys named executive
officers with the following votes:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
124,034,830
3,443,582
964,396
88,405,199
3. The Companys shareholders voted on the advisory resolution
regarding the frequency of shareholder approval of compensation
paid to the Companys named executive officers:
1 Year
2 Years
3 Years
ABSTAIN
BROKER
NON-VOTES
113,898,477
1,180,449
12,382,053
981,829
88,405,199
Based on the voting results shown above and other factors, the
Company will hold an annual advisory vote on the compensation of
named executive officers. The Company will continue to hold
annual advisory votes until the Companys Board of Directors
decides to hold the next shareholder advisory vote on the
frequency of advisory votes, which must occur at least once every
six years.
4. The Companys shareholders ratified the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
This proposal received the following votes:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
215,053,430
1,212,539
582,038
5. The Companys shareholders did not approve the Proposed Charter
Amendment 5.A; the other Proposed Charter Amendments (proposals
5.B, 5.C and 5.D) were approved. The proposals received the
following votes:
5.A
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
126,525,169
1,323,135
594,504
88,405,199
5.B
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
126,611,119
1,333,629
498,060
88,405,199
5.C
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
124,799,189
2,704,571
939,048
88,405,199
5.D
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
126,829,769
1,021,198
591,841
88,405,199
A copy of the amended and restated articles of incorporation of
the Company, that includes the amendments approved by the
shareholders at the Annual Meeting, is filed as Exhibit 3.1
hereto.
Item 8.01. Other Events.
The Board approved an extension until July 2018 of the Companys
existing share repurchase program. The extended repurchase
program permits the repurchase of up to $468 million of the
Companys common shares. Repurchases may be made in the open
market, through 10b5-1 programs or in privately negotiated
transactions. The timing of share repurchases and the number of
common shares to be repurchased will depend upon prevailing
market conditions and other factors. There can be no assurances
that the Company will make additional purchases under the
repurchase program.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated Articles of Incorporation of Apple
Hospitality REIT, Inc.


About APPLE HOSPITALITY REIT, INC. (NYSE:APLE)

Apple Hospitality REIT, Inc. is a self-advised real estate investment trust (REIT) that invests in income-producing real estate, primarily in the lodging sector, in the United States. The Company owns hotel properties throughout the United States. The Company owns approximately 180 hotels operating in over 30 states with an aggregate of approximately 22,960 rooms. All of the Company’s hotels operate under Marriott or Hilton brands. The Company has REIT subsidiaries, which lease all of the Company’s hotels from qualified REIT subsidiaries. Its hotels are operated and managed under separate management agreements with over 20 hotel management companies, none of which are affiliated with it. Its primary business objective is to maximize shareholder value by achieving long-term growth in cash available for distributions to its shareholders. Its real estate portfolio also includes over 100 continuing hotels located in over 30 states, with an aggregate of approximately 12,120 rooms.

APPLE HOSPITALITY REIT, INC. (NYSE:APLE) Recent Trading Information

APPLE HOSPITALITY REIT, INC. (NYSE:APLE) closed its last trading session down -0.01 at 18.81 with 803,559 shares trading hands.