FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders
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