Condor Hospitality Trust, Inc. (NASDAQ:CDOR) 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.
Condor Hospitality Trust, Inc. (the “Company”) held its annual
meeting of shareholders on May 16, 2017. 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 elimination of the requirement that the Board of
Directors receive certain shareholder representations in
connection with conversions of 6.25% Series E Convertible
Preferred Stock as long as the Board is able to obtain the
opinion of counsel specified in Article IX(A)(7) of the Amended
and Restated Articles of Incorporation; (iii) approved the
issuance of up to 20% or more of the outstanding shares of common
stock upon conversion of the 6.25% Series E Cumulative
Convertible Preferred Stock; (iv) approved the issuance of up to
20% or more of the outstanding shares of common stock to redeem
shares of 6.25% Series E Cumulative Convertible Preferred Stock
upon exercise of put rights; and (v) ratified the appointment of
KPMG LLP as independent auditors of the Company for 2017.
meeting of shareholders on May 16, 2017. 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 elimination of the requirement that the Board of
Directors receive certain shareholder representations in
connection with conversions of 6.25% Series E Convertible
Preferred Stock as long as the Board is able to obtain the
opinion of counsel specified in Article IX(A)(7) of the Amended
and Restated Articles of Incorporation; (iii) approved the
issuance of up to 20% or more of the outstanding shares of common
stock upon conversion of the 6.25% Series E Cumulative
Convertible Preferred Stock; (iv) approved the issuance of up to
20% or more of the outstanding shares of common stock to redeem
shares of 6.25% Series E Cumulative Convertible Preferred Stock
upon exercise of put rights; and (v) ratified the appointment of
KPMG LLP as independent auditors of the Company for 2017.
For the annual meeting there were 43,993,705 shares of common
stock as of March 9, 2017, the record date, eligible to vote at
the meeting, of which holders of 43,319,962 shares of common
stock were present at the meeting in person or by proxy. On March
15, 2017, subsequent to the record date, the Company implemented
a 1-for-6.5 reverse stock split. The share numbers and vote
reported in this Form 8-K have not been adjusted as if the
reverse stock split had occurred before the record date. The
tabulation for each matter voted upon at the meeting by the
common stock was as follows:
stock as of March 9, 2017, the record date, eligible to vote at
the meeting, of which holders of 43,319,962 shares of common
stock were present at the meeting in person or by proxy. On March
15, 2017, subsequent to the record date, the Company implemented
a 1-for-6.5 reverse stock split. The share numbers and vote
reported in this Form 8-K have not been adjusted as if the
reverse stock split had occurred before the record date. 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:
by the following vote:
Votes For
|
Votes Withheld
|
Broker Non-Vote
|
|
J. William Blackham
|
41,515,873
|
31,655
|
1,772,434
|
Daphne J. Dufresne
|
41,503,607
|
43,921
|
1,772,434
|
Daniel R. Elsztain
|
41,499,245
|
48,283
|
1,772,434
|
James H. Friend
|
41,317,709
|
229,819
|
1,772,434
|
Jeffrey Giller
|
41,509,092
|
38,436
|
1,772,434
|
Donald J. Landry
|
41,502,541
|
44,987
|
1,772,434
|
Mark D. Linehan
|
41,444,414
|
103,114
|
1,772,434
|
J. Brendan MacDonald
|
41,504,469
|
43,059
|
1,772,434
|
John M. Sabin
|
41,443,117
|
104,411
|
1,772,434
|
The shareholders approved elimination of the requirement that the
Board of Directors receive certain shareholder representations in
connection with conversions of 6.25% Series E Cumulative
Convertible Preferred Stock as long as the Board is able to
obtain the opinion of counsel specified in Article IX(A)(7) of
the Amended and Restated Articles of Incorporation by the
following vote:
Board of Directors receive certain shareholder representations in
connection with conversions of 6.25% Series E Cumulative
Convertible Preferred Stock as long as the Board is able to
obtain the opinion of counsel specified in Article IX(A)(7) of
the Amended and Restated Articles of Incorporation by the
following vote:
Votes For
|
Votes Against
|
Votes Abstain
|
Broker Non-Vote
|
41,511,256
|
28,105
|
8,167
|
1,772,434
|
The shareholders approved the issuance of up to 20% or more of
the outstanding shares of common stock upon conversion of the
6.25% Series E Cumulative Convertible Preferred Stock:
the outstanding shares of common stock upon conversion of the
6.25% Series E Cumulative Convertible Preferred Stock:
Votes For
|
Votes Against
|
Votes Abstain
|
Broker Non-Vote
|
41,367,647
|
166,801
|
13,080
|
1,772,434
|
The shareholders approved the issuance of up to 20% or more of
the outstanding shares of common stock to redeem shares of 6.25%
Series E Cumulative Convertible Preferred Stock upon exercise of
put rights:
the outstanding shares of common stock to redeem shares of 6.25%
Series E Cumulative Convertible Preferred Stock upon exercise of
put rights:
Votes For
|
Votes Against
|
Votes Abstain
|
Broker Non-Vote
|
41,363,644
|
170,289
|
13,595
|
1,772,434
|
The shareholders ratified the appointment of KPMG LLP as
independent auditors for 2017 by the following vote:
independent auditors for 2017 by the following vote:
Votes For
|
Votes Against
|
Votes Abstain
|
Broker Non-Vote
|
43,169,572
|
142,666
|
7,724
|
Condor Hospitality Trust, Inc. (NASDAQ:CDOR) Recent Trading Information
Condor Hospitality Trust, Inc. (NASDAQ:CDOR) closed its last trading session up +0.05 at 10.23 with 42,249 shares trading hands.