FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Submission of Matters to a Vote of Security Holders

FelCor Lodging Trust Incorporated (NYSE:FCH) 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

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A special meeting of stockholders of FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), was held on August15, 2017 at FelCor’s corporate headquarters at 125 E. John Carpenter Freeway, Suite1600,Irving, Texas 75062 (the “Special Meeting”) to vote on the proposals set forth in in the definitive joint proxy statement / prospectus dated July18, 2017 and first mailed to FelCor’s stockholders on or about July18, 2017. A total of 112,791,441 of FelCor’s common stock, $0.01 par value per share (“Common Stock”), out of a total of 138,421,753 outstanding Common Stock entitled to vote as of July6, 2017 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the proposals is set forth below.

Proposal No.1: The REIT Merger Proposal

At the Special Meeting, FelCor stockholders voted upon and approved a proposal (the “REIT Merger Proposal”) for FelCor to merge with and into Rangers Sub I, LLC (the “REIT Merger”), an affiliate of RLJ Lodging Trust (“RLJ”), to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April23, 2017, by and among FelCor, RLJ, and the other entities party thereto. The votes on this proposal were as follows:

For

Against

Abstentions

110,285,035

994,217

1,512,189

Proposal No.2: The FelCor Compensation Proposal

At the Special Meeting, FelCor stockholders voted upon a non-binding advisory proposal (the “FelCor Compensation Proposal”) of compensation arrangements for certain FelCor executive officers in connection with the Merger Agreement and the transactions contemplated thereby, which proposal was not approved. The votes on this proposal were as follows:

For

Against

Abstentions

50,256,300

60,385,057

2,150,084

Proposal No.3: The FelCor Adjournment Proposal

At the Special Meeting, FelCor stockholders voted upon and approved a proposal (the “FelCor Adjournment Proposal”) to adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the REIT Merger Proposal. The votes on this proposal were as follows:

For

Against

Abstentions

102,725,868

8,520,946

1,544,627

It was not necessary to adjourn the Special Meeting under the authority granted by the FelCor Adjournment Proposal because there were sufficient votes at the time of the Special Meeting to approve the REIT Merger Proposal.

Consummation of the REIT Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive joint proxy statement / prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on July18, 2017, which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as

Exhibit2.1 to the Current Report on Form8-Kfiled by FelCor with the SEC on April25, 2017. Assuming the satisfaction of such closing conditions, FelCor expects the closing to occur on or about August31, 2017.

Item 8.01. Other Events.

On August15, 2017, FelCor and RLJ issued a joint press release announcing the results of voting at the Special Meeting and the results of voting at the special meeting of shareholders of RLJ, held on August15, 2017. A copy of the joint press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number

Description

99.1

Joint Press Release, dated August15, 2017.


FelCor Lodging Trust Inc Exhibit
EX-99.1 2 a17-20244_1ex99d1.htm EX-99.1 Exhibit 99.1       Press Release   RLJ Shareholders and FelCor Stockholders Approve Merger   BETHESDA,…
To view the full exhibit click here

About FelCor Lodging Trust Incorporated (NYSE:FCH)

FelCor Lodging Trust Incorporated is a real estate investment trust. The Company, through its subsidiary, FelCor Lodging Limited Partnership, holds ownership interests in approximately 40 hotels with over 12,440 rooms. The Company sells, acquires, rebrands and redevelops hotels. The Company’s hotels are located in approximately 20 states of the United States. The Company holds a portfolio of hotels managed by Hilton Worldwide (Hilton); Wyndham Worldwide (Wyndham); Marriott International Inc. (Marriott); InterContinental Hotels Group (IHG); Starwood Hotels & Resorts Worldwide Inc. (Starwood); Fairmont Raffles Hotels International (Fairmont); Highgate Hotels (Highgate); Morgans Hotel Group Corporation (Morgans), and Aimbridge Hospitality. Its hotels include Embassy Suites Atlanta-Buckhead; DoubleTree Suites by Hilton Austin; Embassy Suites Milpitas-Silicon Valley; Hilton Myrtle Beach Resort; Morgans New York; Wyndham Pittsburgh University Center, and Wyndham San Diego Bayside.

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