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

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) At the annual shareholders meeting of Condor Hospitality Trust, Inc. (the “Company”) on May 17, 2018, the shareholders of the Company approved an amendment of the Company’s 2016 Stock Plan to increase the number of shares of common stock available under the plan by 300,000 shares.A copy of the amendment is filed as Exhibit 10.1 to this report and incorporated by this reference.

Item 5.05.Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

The Company’s Code of Business Conduct and Ethics and Whistleblower Policy was amended on May 17, 2018 to add a hotline reporting procedure.A copy of the amended code is attached as Exhibit 14.1 and incorporated by this reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 17, 2018.The holders of the common stock (i) elected nine directors for an annual term or until their successors have been duly elected and qualified; (ii) approved an amendment of the Company’s 2016 Stock Plan; and (iii) ratified the appointment of KPMG LLP as independent auditors of the Company for 2018.

For the annual meeting there were 11,837,362 shares of common stock as of March 9, 2018, the record date, eligible to vote at the meeting, of which holders of 11,438,994 shares of common stock were present at the meeting in person or by proxy.The tabulation for each matter voted upon at the meeting by the common stock was as follows:

Nine nominees were elected to serve as directors of the Company by the following vote:

Votes For

Votes Withheld

Broker Non-Vote

J. William Blackham

9,965,155 200,558 1,273,281

Thomas Calahan

10,022,524 143,189 1,273,281

Daphne J. Dufresne

9,970,049 195,664 1,273,281

Daniel R. Elsztain

8,842,377 1,323,336 1,273,281

James H. Friend

9,935,358 230,355 1,273,281

Donald J. Landry

9,970,157 195,556 1,273,281

J. Brendan MacDonald

8,842,894 1,322,819 1,273,281

John M. Sabin

8,856,559 1,309,154 1,273,281

Benjamin Wall

10,021,406 144,307 1,273,281

An amendment to the Company 2016 Stock Plan was approved by the following vote:

Votes For

Votes Against

Votes Abstain

Broker Non-Vote

8,767,817

1,282,142

115,754

1,273,281

The shareholders ratified the appointment of KPMG LLP as independent auditors for 2018 by the following vote:

Votes For

Votes Against

Votes Abstain

Broker Non-Vote

11,111,372

226,592

101,030

0

Item 9.01.Financial Statements and Exhibits.


CONDOR HOSPITALITY TRUST, INC. Exhibit
EX-10.1 2 cdor-20180522xex10_1.htm EX-10.1 101 Exhibit 10.1 Amendment toCondor Hospitality Trust 2016 Stock Plan The first sentence of Section 5.1 of the Condor Hospitality Trust 2016 Stock Plan is hereby amended and replaced in its entirety with the following: “The number of shares of Stock subject to Awards under the Plan may not exceed 761,…
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