Condor Hospitality Trust, Inc. (NASDAQ:CDOR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 in the Edgar header which was omitted from the Original Filing. There have been no other changes to the Original Filing.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting (the “Special Meeting”) of the shareholders of Condor Hospitality Trust, Inc. (the “Company”) was convened at 10:00 a.m. Eastern time on September 23, 2019. Of the 11,915,484 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), outstanding at the close of business on August 26, 2019, the record date for the Special Meeting, 9,772,820 shares of common stock were present or represented by proxy at the Special Meeting. All 925,000 shares of the Company’s Series E Cumulative Convertible preferred stock (the “Series E preferred stock”), outstanding at the close of business on August 26, 2019, the record date, for the Special Meeting were present or represented by proxy at the Special Meeting. At the Special Meeting, the Company’s shareholders voted on three matters (except that holders of the Series E preferred stock only voted upon the first matter described below):
(1) to adopt and approve (a) the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of July 19, 2019, by and among the Company, Condor Hospitality Limited Partnership, a Virginia limited partnership (the “Operating Partnership”, and together with the Company, the “Company Parties”), NHT Operating Partnership LLC, a Delaware limited liability company (the “Parent”), NHT REIT Merger Sub, LLC, a Delaware limited liability company (the “Merger Sub”), and NHT Operating Partnership II, LLC, a Virginia limited liability company (“Merger OP” and, together with Parent and Merger Sub, the “Parent Parties”), to which Parent will acquire the Company through (i) a merger of Merger Sub with and into the Company, with the Company surviving the merger (the “Company Merger”), and (ii) a merger of Merger OP with and into the Operating Partnership, with Merger OP surviving the merger (the “Partnership Merger”, and with the Company Merger, the “Mergers”) and (b) the transactions contemplated by the Merger Agreement, including, without limitation, the Company Merger (collectively, the “Merger Proposal”);
(2) a proposal to approve, on a non-binding, advisory basis, the specified compensation that may be paid or become payable to our named executive officers in connection with the Company Merger (the “Advisory Compensation Proposal”); and
(3) a proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
The final voting results for each proposal are set forth below.
Proposal One: The Merger Proposal was approved by the requisite votes of the holders of the Company’s common stock and holders of the Company’s Series E preferred stock. The voting results regarding this proposal are as follows:
Common Stock
Series E Preferred Stock
Proposal Two: The Advisory Compensation Proposal was approved by the requisite vote of the holders of the Company’s common stock. The voting resulting regarding this proposal are as follows:
Proposal Three: The Adjournment Proposal was approved by the requisite vote of the holders of the Company’s common stock. The voting results regarding this proposal are as follows:
Although Proposal Three was approved, adjournment of the Special Meeting was not necessary or appropriate because the Company’s stockholders approved the Merger Proposal.
The Mergers remain subject to the satisfaction or waiver of certain closing conditions that have not yet been satisfied, including receipt of certain third-party consents and other customary closing conditions.
Item 8.01. Other Events.
On September 23, 2019, the Company issued a press release announcing the approval of the Merger Proposal by the shareholders of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. 99.1 Press Release, dated September 23, 2019 (incorporated by reference to Exhibit 99.1 filed with the Company’s Form 8-K dated September 23, 2019 (001-34087)).
