SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN) 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.

2017 Executive Compensation Program

On March 6, 2017, the Compensation Committee of the Companys
Board of Directors (the Board) approved the elements of the 2017
executive compensation program for the following executive
officers of the Company:

The key elements of the 2017 executive compensation program are
summarized below. For the development of the 2017 executive
compensation program, the Compensation Committee retained
Frederic W. Cook Co, Inc. (FW Cook). FW Cook provided the
Compensation Committee with advisory services only with respect
to executive and Board compensation, and worked with management
only at the request and under the direction of the Compensation
Committee. FW Cook reviewed the compensation components for the
prior years program and advised the Compensation Committee on the
appropriateness of those components. The Compensation Committees
approval of the 2017 executive compensation program was based on
various factors, including, among others, recommendations made by
FW Cook.

2017 Annual Base Salaries. For 2017, the base
salaries to be paid to the Companys executive officers are as
follows:

2017 Incentive Awards (Cash Bonuses). The
Compensation Committee approved incentive awards that provide the
executive officers an opportunity to earn additional cash
compensation based on the achievement of company-specific
performance goals and, at the Compensation Committees discretion,
each executive officers individual performance and contribution
to the Company in 2017. As more fully described below, incentive
awards that are earned will be settled in cash on or before March
15, 2018. The Company entered into incentive award agreements
with each of the executive officers effective as of March 6, 2017
setting forth the terms and conditions of the incentive awards.

Under the incentive award agreements, the executives will be
entitled to cash payments based on the extent to which
company-specific and individual performance goals have been
achieved. In the first quarter of 2018, the Compensation
Committee will evaluate whether the company-specific performance
goals have been achieved and the awards have been earned at the
threshold, target or maximum level and whether individual
performance goals have been achieved. For 2017, the goals
established by the Compensation Committee relate to:

For purposes of the AFFO Component, AFFO per share will be
calculated as the Companys net income or loss as set forth in its
audited consolidated financial statements for the year ending
December 31, 2017, less preferred dividends and excluding gains
(or losses) from sales of property and impairment losses, plus
depreciation and amortization (including amortization of deferred
financing costs and amortization of franchise application fees),
as further adjusted to exclude hotel transaction and pursuit
costs, equity-based compensation, debt transaction costs, gain
(or loss) on derivative instruments and such other items,
including nonrecurring expenses, as the Compensation Committee
determines is appropriate and consistent with the purpose and
intent of the incentive awards. For purposes of the RevPAR
Component, same-store RevPAR growth will be calculated as a year
over year comparison of RevPAR growth for the Companys hotels
owned for the entire year ended December 31, 2016 and the entire
year ending December 31, 2017. For purposes of the Individual
Performance Component, the performance goals have been
established with respect to each executive officers individual
performance and contribution to the Company in 2017.

If any unknown or unanticipated transactions occur on or prior to
December 31, 2017, the effect of those transactions on actual
2017 AFFO per share will be evaluated by the Compensation
Committee, and the Compensation Committee, at its discretion, may
make an appropriate adjustment to the threshold, target and
maximum levels of budgeted AFFO per share to give effect to those
transactions.

No amount will be paid under the AFFO Component, the RevPAR
Component or the Individual Performance Component if the
threshold level of performance is not achieved. No additional
amounts will be paid under the AFFO Component, the RevPAR
Component or the Individual Performance Component if actual
performance exceeds the maximum level of performance established
by the Compensation Committee. Linear interpolation will be
applied for performance between the threshold and target levels
and for performance between the target and maximum levels.

The following table sets forth the potential payout under the
2017 annual incentive program that each executive may earn at the
threshold, target and maximum level of performance. Linear
interpolation will be applied for performance between the
threshold and target levels and for performance between the
target and maximum levels.

In determining whether the Individual Performance Component has
been earned, the Compensation Committee will not rely on any one
particular objective or formula but rather on what the
Compensation Committee considers to be value-added quantitative
and qualitative goals in furtherance of the Companys compensation
principles. No executive officer is guaranteed an award under the
Individual Performance Component and, if performance is
unsatisfactory, no amounts will be paid under the Individual
Performance Component.

Except as discussed below, in order to receive payment under the
AFFO Component, the RevPAR Component or the Individual
Performance Component, an executive officer must be employed by
the Company on December 31, 2017. The executive officers will be
entitled to receive (i) the pro rata amount of the AFFO Component
or the RevPAR Component, if any, and (ii) the amount, if any, of
the Individual Performance Component the Compensation Committee
may determine is earned if the executives employment with the
Company terminates or is terminated before December 31, 2017 on
account of death or disability or on account of a termination
without cause or a voluntary termination for good reason.

In addition, no payment will be made under any component of an
incentive award until the Compensation Committee determines the
amount that has been earned. Any amount determined by the
Compensation Committee to be payable under an incentive award
will be paid as soon as practicable after the Compensation
Committees determination of the amount to be paid. The
Compensation Committee will make the determination, and the
payment, if any, will be made, on or before March 15, 2018. Any
amount payable under the incentive awards will be paid in a
single cash payment, which will be reduced by applicable income
and employment tax withholdings.

2017 Equity Incentives: Time-Based Stock Awards.
The Compensation Committee approved time-based stock awards under
the Companys 2011 Equity Incentive Plan As Amended and Restated
Effective June 15, 2015 (the 2011 Plan) as follows:

The time-based shares were issued on March 6, 2017. The number of
time-based shares awarded to each executive officer was
determined by dividing the fixed dollar amount of each stock
award by the volume weighted average price (VWAP) of the Companys
common stock for the ten trading days ending on, and including,
March 3, 2017, or $15.83. The Company has entered into stock
award agreements with the executive officers, effective as of
March 6, 2017, setting forth the terms and conditions of the
time-based stock awards. The stock award agreements provide for
vesting over a three-year period as follows: 25% of shares will
vest on March 9, 2018; 25% of the shares will vest on March 9,
2019; and 50% of the shares will vest on March 9, 2020.

Except as described below, no time-based shares will vest unless
the executive remains in the continuous employ of the Company
from the date of grant until the applicable vesting date. If a
change in control, as defined in the 2011 Plan, occurs prior to
vesting and if the successor entity does not assume or replace
the time-based shares, they will vest on a control change date,
as defined in the Equity Incentive Plan, if the executive remains
in the continuous employ of the Company from the date of grant
until the control change date. In addition, all of the time-based
shares (if not sooner vested), will vest on the date that the
executives employment with the Company ends on account of the
executives death or disability, or if the executives employment
is terminated without cause, or if the executive resigns for good
reason.

Any time-based shares that have not vested as described above may
not be transferred and will be forfeited on the date the
executives employment with the Company terminates. On and after
the date of grant and prior to forfeiture of any time-based
shares, the executive will have the right to vote the time-based
shares and to receive, free of all restrictions, all dividends
declared and paid on the Companys common stock, whether or not
vested.

2017 Equity Incentives: Performance-Based Stock
Awards. The Compensation Committee approved
performance-based stock awards under the 2011 Plan as follows:

The performance-based shares were issued at the target level of
performance, as discussed below, on March 6, 2017. The number of
performance-based shares awarded to each executive officer was
determined by dividing the fixed dollar amount of each stock
award by the volume weighted average price (VWAP) of the Companys
common stock for the ten trading days ending on, and including,
March 3, 2017, or $15.83. The Company has entered into stock
award agreements with the above-named executive officers,
effective as of March 6, 2017, setting forth the terms and
conditions of the performance-based stock awards.

to the stock award agreements, the performance-based shares will
be earned based on the Companys relative total stockholder return
(TSR) at various peer group percentiles, which were set at the
30^th percentile for threshold performance, the
55^th percentile for target performance and the
80^th percentile for maximum performance. Additional
shares may be earned by the executive officers if performance
exceeds the target level. The performance-based shares (and any
additional shares) will be earned over a three-year performance
period that commenced on March 6, 2017 and will end on March 6,
2020 (the Performance Period). In addition, a portion of the
performance-based shares will be earned based on the Companys
absolute TSR as discussed below. The peer group selected by the
Compensation Committee consists of the constituent companies of
the SNL US Hotel REIT Index (Index) for the entire Performance
Period (Index Company). A company will be an Index Company only
if the companys market capitalization on the first day of the
Performance Period is at least $100 million. A company will not
be an Index Company if, during the Performance Period, it makes a
public disclosure of its intent or agreement to enter into a
merger or sale with another company. A company will be an Index
Company only if it is listed on the Index for the entire
Performance Period; provided, however, that a company that would
be an Index Company that declares bankruptcy during the
Performance Period will be an Index Company and its TSR for the
Performance Period will be negative one hundred percent (-100%).
If earned, the performance-based shares issued on March 6, 2017
will vest on March 6, 2020 and any additional shares will be
issued as soon as practical after the end of the Performance
Period, but no later than March 15, 2020 and will be fully vested
as of the date of issuance.

The following table illustrates the percentage of the target
performance-based shares issued on March 6, 2017 that will be
earned at various levels of relative TSR performance:

The number of shares earned will be linearly interpolated for
performance between the 30^th and 55^th
percentile and for performance between the 55^th and
80^th percentile. In addition, if the Companys absolute
TSR is equal to or greater than 8.5% per year (or 25.5%
cumulative over the Performance Period), at least 25% of the
performance-based shares will be earned.

to the terms of the 2011 Plan if a change in control occurs
before March 6, 2020, executives will earn shares as follows. If
the executive remains in the continuous employ of the Company
from March 6, 2017 until the control change date, the executive
will earn the number of shares calculated by multiplying the
target level of shares by the Companys applicable percentage of
its peer group percentile ranking as of the control change date.
The number of shares earned shall be vested and nonforfeitable on
March 6, 2020 if the executive remains in the continuous employ
of the Company from March 6, 2017 until such date.
Notwithstanding the preceding sentence, the number of shares
earned shall be vested and nonforfeitable on the control change
date if the surviving or successor entity in the change in
control does not assume or replace the shares with a comparable
grant covering common stock of the surviving or successor entity.
Notwithstanding the two preceding sentences, the number of shares
of earned shall be vested and nonforfeitable on the date that an
executives employment with the Company ends if the executive
remains in the continuous employ of the Company from March 6,
2017 until the date such employment ends, after the control
change date, on account of the executives death, disability,
termination without cause or voluntary termination for good
reason.

For purposes of the performance-based stock awards, the Companys
TSR will be calculated in accordance with the methods utilized by
SNL Financial to calculate TSR. The TSR for each Index Company
will be calculated in the same manner.

Performance-based shares that have not been earned on or before
March 6, 2020 in accordance with the terms of the stock award
agreements will not vest or be issued, and such shares or the
right to receive such shares will be forfeited.

On and after the date of grant and prior to forfeiture of any of
the performance-based shares, the executives will have the right
to vote the shares that have been issued. However, prior to
vesting, any cash dividends on the performance-based shares that
have not vested will be accumulated but will not be paid to the
executives during the Performance Period. Any accumulated and
unpaid cash dividends on the performance-based shares will be
paid to the executives on the date those shares vest in
accordance with the terms of the stock award agreements. If any
additional shares are issued for performance that exceeds the
target level, the executives will receive a cash payment in the
amount equal to the dividends that would have been paid on the
additional shares as if those shares had been issued on March 6,
2017.

About SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN)

Summit Hotel Properties, Inc. is a real estate investment trust (REIT). The Company is focused primarily on owning premium-branded, select-service hotels in the Upscale segment of the United States lodging industry. The Company’s portfolio consists of 81 hotels with over 10,957 guestrooms located in 23 states. The Company’s hotels are located in markets, such as business and corporate headquarters, retail centers, airports and tourist attractions. The Company’s portfolio is located in urban and suburban markets. Based on total number of guestrooms, approximately 86% of the Company’s portfolio is positioned in over 50 metropolitan statistical areas (MSAs), and approximately 95% is located within over 100 MSAs. Based on total number of guestrooms, approximately 99% of the Company’s hotels operate under franchise brands owned by Marriott International, Inc., Hilton Worldwide, InterContinental Hotels Group, and an affiliate of Hyatt Hotels Corporation.

SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN) Recent Trading Information

SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN) closed its last trading session down -0.14 at 15.21 with 1,706,693 shares trading hands.