Hospitality Properties Trust (NASDAQ:HPT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Companys shareholders also voted on the election of John L.
Harrington as the Independent Trustee in ClassI of the Board of
Trustees for a three year term of office continuing until the
Companys 2020 annual meeting of shareholders and until his
successor is elected and qualifies.Mr.Harrington received the
following votes:

Mr.Harrington received less than a majority of votes cast and
then continued as a holdover Trustee. At a joint meeting of the
Nominating and Governance Committee and Board of Trustees,
Mr.Harrington resigned from the Board of Trustees after the
preliminary voting results became known. Following this
resignation, the remaining members of the Nominating and
Governance Committee and the Board of Trustees met and
determined to elect Mr.Harrington as the Independent Trustee in
ClassI for the following reasons, among others:

The Companys Board of Trustees is composed of three Independent
Trustees and two Managing Trustees. Applicable Securities and
Exchange Commission and Nasdaq Stock Market LLC (Nasdaq)
rulesrequire that the Company have an Audit Committee composed
of at least three independent trustees. Applicable Nasdaq
listing requirements mandate that the Company have a majority
of independent trustees and an Audit Committee composed of at
least three independent trustees. The Companys governing
documents require that the Company have a majority of
Independent Trustees on the Companys Board of Trustees. Because
of these rules, listing requirements and requirements under the
Companys governing documents, the Nominating and Governance
Committee and the Board of Trustees determined to take prompt
action to confirm the status of the Companys Board of Trustees.

The Nominating and Governance Committee and the Board of
Trustees considered the quality of the past services provided
by Mr.Harrington as an Independent Trustee. The Company and the
Board of Trustees noted that Mr.Harrington regularly attended
meetings of the Board of Trustees and of the Audit,
Compensation and Nominating and Governance Committees of the
Board. The Board of Trustees noted that Mr.Harrington was fully
prepared for, and engaged in, those meetings and that the
arguments, advice and recommendations presented by
Mr.Harrington at those meetings were considered by the
Nominating and Governance Committee and the Board of Trustees
to be significant contributions and in the Companys best
interest.

The Nominating and Governance Committee considered the
background and experience that Mr.Harrington brings to the
Board of Trustees and to the Company, and the Nominating and
Governance Committee and the Board of Trustees concluded that
the perspectives provided by Mr.Harrington are beneficial to
the Board of Trustees and to the Company.

The Nominating and Governance Committee and the Board of
Trustees also considered certain arguments against the election
of Mr.Harrington presented during the proxy solicitation period
for the 2017 annual meeting of shareholders. The Nominating and
Governance Committee noted that UNITE HERE has historically,
and in connection with the 2017 annual meeting of shareholders,
urged the Companys shareholders to vote against the elections
of the Companys nominees for the reasons that the Board of
Trustees had failed to implement a proposal regarding opting
out of MUTA voted at prior annual meetings, which is similar to
the proposal presented by UNITE HERE at the 2017 annual meeting
of shareholders. The Nominating and Governance Committee and
the Board of Trustees also considered that UNITE HERE is a
labor union which has engaged in labor organizing campaigns at
certain hotels owned by the Company. The Nominating and
Governance Committee and the Board of Trustees also noted that
Institutional Shareholder Services,Inc., or ISS, a proxy
advisory firm, had supported the UNITE HERE campaign. The
Nominating and Governance Committee and the Board of Trustees
considered that ISS argued against the election of
Mr.Harrington because of the most recent bylaw amendments
adopted by the Board of Trustees and the Boards election to be
subject to Section3-803 of Subtitle 8 of the Maryland General
Corporation Law. However, the Nominating and Governance
Committee and the Board of Trustees noted that the Board of
Trustees adopted such bylaw amendments and made such election
by unanimous vote because the Board believed those actions to
be in the best interests of the Company to promote the Companys
operating stability and, further noted with regard to the
election, such election further clarified that the Board will
be properly constituted and able to continually function
despite UNITE HEREs persistent campaign to disrupt the Companys
operations.

After considering the foregoing, the Nominating and Governance
Committee and the Board of Trustees determined that the history
of high quality services previously provided by Mr.Harrington
outweighed the arguments which had been presented against his
election and that it is in the Companys best interest that he
continue to serve as a member of the Board of Trustees.

In response to inquiries from the Nominating and Governance
Committee and the Board of Trustees, Mr.Harrington agreed to
continue to serve as a Trustee if re-elected. The Nominating
and Governance Committee then recommended and the Board then
elected Mr.Harrington as the Independent Trustee in ClassI to
serve until his successor is elected and qualifies.

The results reported above are final voting results.

Item 8.01. Other Events.

On June15, 2017, the Company updated its Trustee compensation
arrangements.A summary of the Companys currently effective
Trustee compensation arrangements is filed as Exhibit10.1
hereto and is incorporated herein by reference.

Consistent with the Companys Trustee compensation arrangements,
on June15, 2017, the Company granted each of the Companys
Trustees an award of 3,000 common shares of beneficial
interest, $.01 par value, of the Company (the Common Shares)
valued at $30.12 per share, the closing price of the Common
Shares on Nasdaq on that date.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

10.1 Summary of Trustee Compensation