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 OfficersItem 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.
