EXTENDED STAY AMERICA, INC. (NYSE:STAY) 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.

On February 23, 2018, the Board of Directors (the “ESA Board”) of Extended Stay America, Inc. (the “Corporation”) elected Ellen Keszler to the ESA Board.

As an independent director, Ms.Keszler will be compensated for her position as a director in accordance with the Corporation’s director compensation principle, which provides that each independent director receives an annual cash retainer of $90,000 and an annual equity retainer with a value of $100,000. In connection with her appointment to the ESA Board, the Corporation’s Compensation Committee is expected to grant Ms.Keszler restricted stock units (“RSUs”) representing Paired Shares, which will represent a prorated portion of the annual $100,000 equity retainer due to Ms.Keszler for the three month term she will serve until our next annual meeting.

The Corporation and Ms.Keszler will enter into the Corporation’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.27 to Amendment No.8 to the Registration Statement on Form S-1 (File No.333-190052) and is incorporated herein by reference.

A copy of the press release announcing Mr.Keszler’s election to the ESA Board is attached hereto as Exhibit 99.1.

Effective February 23, 2018, the Boards of Directors (each, a “Board”) of the Corporation and ESH Hospitality, Inc. (“ESH REIT”) amended and restated the Corporation’s bylaws and ESH REIT’s bylaws (each as so amended and restated, “Amended Bylaws”) to implement proxy access. Each of the Amended Bylaws includes a new Article II, Section11 that permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Corporation’s outstanding common stock or ESH REIT’s outstanding ClassB common stock, as applicable, continuously for at least three years, to nominate and include in the Corporation’s annual meeting proxy materials or ESH REIT’s annual meeting proxy materials, as applicable, director nominees constituting up to the greater of (i)two individuals or (ii) 20% of the number of directors serving on the applicable Board, provided that the nominating stockholder(s) and the director nominee(s) satisfy the requirements specified in the applicable Amended Bylaws.

Each of the Amended Bylaws also provides an explicit majority voting standard for uncontested director elections and a plurality voting standard in contested elections. Separately, the Boards have amended the Corporation’s Corporate Governance Guidelines and ESH REIT’s Corporate Governance Guidelines to provide that incumbent directors who do not receive a majority vote in an uncontested election are required to tender their resignation for consideration by the applicable Nominating and Corporate Governance Committee and the applicable Board.

The Amended Bylaws each also contain changes to conform with the adoption of the proxy access provision, as well as other minor, non-substantive changes.

The foregoing summary description of the amendments to the Corporation’s bylaws and ESH REIT’s bylaws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, copies of which are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

EXHIBIT INDEX

ESH Hospitality, Inc. Exhibit
EX-3.1 2 d531021dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF EXTENDED STAY AMERICA,…
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