Condor Hospitality Trust, Inc. (NASDAQ:CDOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On June 28, 2017, J. William Blackham, President and Chief
Executive of Condor Hospitality Trust, Inc. (the “Company”),
and the Company entered into an amendment of Mr. Blackham’s
employment agreement to provide:
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cancellation of previously awarded LTIPs (long-term
incentive awards); |
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grant of 73,385 restricted shares of common stock to Mr.
Blackham, with vesting commencing March 29, 2018 through March 29, 2022, subject to continued employment, with vesting acceleration on change-in-control, termination without cause or good reason, death or disability; |
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that 36,692 shares of common stock may be earned by him
for each share price target from $11 to $18 (dollar increments) when first achieved, if achieved prior to March 31, 2022, based on weighted market sales price over 60 consecutive trading days; |
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that from 11,741 shares to 19,569 shares of common stock
may be earned by him if the Company achieves 85% to 101% of budgeted funds from operation (“FFO”) for a fiscal year, 2017 through 2021; with an additional 391 shares earned for a fiscal year for each 2% above 101% FFO target achieved, up to a maximum of additional 3,910 shares for the year; and |
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for the extension of the term of his employment agreement
to March 31, 2022. |
A copy of the amendment is filed as Exhibit 10.1 to this Form 8-K
and incorporated by this reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On June 28, 2017, the Board of Directors of the Company amended
the Bylaws to delete the sentence “A majority of the members of
any committee so appointed shall be Independent Directors.” from
Article IV, Section 1 of the Bylaws, in order to facilitate
future formation of special committees. A copy of the Bylaws, as
amended, is attached to this Form 8-K as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits. |
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3.1 |
Bylaws of Condor Hospitality Trust, Inc., as amended on June 28, 2017 |
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10.1 |
Amendment of Employment Agreement dated June 28, 2017 between J. William Blackham and Condor Hospitality Trust, Inc. |
CONDOR HOSPITALITY TRUST, INC. ExhibitEX-3.1 2 condorbylaws.htm Exhibit 3.1 BYLAWS OF CONDOR HOSPITALITY TRUST,…To view the full exhibit click here