SUMMIT HOTEL PROPERTIES,INC. (NYSE:INN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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SUMMIT HOTEL PROPERTIES,INC. (NYSE:INN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

As set forth under Item 5.07 of this Current Report on Form8-K,
on May18, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of Summit Hotel Properties,Inc. (the Company),
the Companys stockholders approved a proposal to amend the
Companys Articles of Amendment and Restatement (the Charter) to
repeal the Companys election to be subject to Section3-804(c)of
the Maryland General Corporation Law (the MGCL).
Section3-804(c)of the MGCL (Section3-804(c)) requires that any
vacancy on the board of directors be filled only by the majority
vote of the remaining directors and for the remainder of the full
term in which the vacancy occurred and until a successor is
elected and qualifies.

Following approval by the stockholders of the proposal, on May18,
2017 the Company filed with the State Department of Assessments
and Taxation of Maryland (the SDAT) Articles of Amendment to the
Charter (the Amendment) to amend the Charter in accordance with
the proposal. The Amendment deleted the provision of the Charter
by which the Company had elected to be subject to
Section3-804(c).

On May18, 2017, in connection with the Amendment, the Company
also filed with the SDAT Articles Supplementary to the Charter
(the Supplement), which states that the Board has resolved to
prohibit the Company from electing to be subject to
Section3-804(c)and that such prohibition may not be repealed
unless a proposal to repeal such prohibition with respect to such
section is approved by the affirmative vote of at least a
majority of the votes cast on the matter by stockholders of the
Company entitled to vote generally in the election of directors
of the Company.

As a result of filing the Amendment and the Supplement, and the
Companys previously disclosed opt-out of the other provisions of
Title 3, Subtitle 8 of the MGCL, which is commonly referred to as
the Maryland Unsolicited Takeovers Act (MUTA), the Board of
Directors of the Company (the Board) may not elect to cause the
Company to be subject to any of the provisions of MUTA unless it
obtains stockholder approval to do so in the future as described
above.

In connection with filing the Amendment and the Supplement, the
Board approved amended and restated bylaws of the Company (as so
amended and restated, the Bylaws) to make technical changes to
ArticleIII, Section11 of the Bylaws, which sets forth the
procedure for filling vacancies on the Board, to conform such
Section11 to the MGCL and the Charter, as amended by the
Amendment and supplemented by the Supplement. The sole paragraph
of such Section11 was changed as follows (deleted text is shown
here struck through, and new text is shown here underlined):

Section11. Vacancies. If for any reason any or all of the
directors cease to be directors, such event shall not terminate
the existence of the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder. Except
as may be provided by the Board of Directors in setting the terms
of any class or series of preferred stock of
the Corporation
, any vacancy on the Board of Directors for
any cause other than an increase in the number of directors

may be filled only by a majority of the
remaining directors, even if the remaining directors do
not constitute a quorum. Any director elected to fill a vacancy
shall serve for the remainder of the full term of the
directorship in which the vacancy occurred and until a

such majority is less than a quorum, any vacancy in the number
of directors created by an increase in the number of directors
may be filled by a majority of the entire Board of Directors and
any individual so elected as director shall serve until the next
annual meeting of stockholders and until his or her
successor
is duly elected and qualifies.

The full text of the Amendment is filed as Exhibit3.1 to this
Current Report on Form8-K and is incorporated herein by
reference. The full text of the Supplement is filed as Exhibit3.2
to this Current Report on Form8-K and is incorporated herein by
reference. The Bylaws are filed as Exhibit3.3 to this Current
Report on Form8-K and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

On May18, 2017, the Company held the Annual Meeting. There were
86,892,252 shares of common stock of the Company represented in
person or by proxy at the meeting, constituting 92.62% of the
outstanding shares of common stock on March20, 2017, the record
date for the Annual Meeting.

The matters voted upon at the Annual Meeting and the final
results of such voting are set forth below:

Proposal 1: To elect five directors to the Companys
Board of Directors.

Name

For

Withheld

BrokerNon-Votes

Daniel P. Hansen

80,025,967

1,339,880

5,526,405

Bjorn R. L. Hanson

61,851,486

19,514,361

5,526,405

Jeffrey W. Jones

80,386,345

979,502

5,526,405

Kenneth J. Kay

64,847,671

16,518,176

5,526,405

Thomas W. Storey

64,847,670

16,518,177

5,526,405

All of the director nominees were duly elected at the Annual
Meeting. Each of the individuals named in the above table will
serve as director until the Companys 2018 annual meeting of
stockholders and until his successor is duly elected and
qualified.

Proposal 2: To ratify the appointment of Ernst Young
LLP.

For

Against

Abstain

BrokerNon-Votes

86,538,195

67,634

286,423

At the Annual Meeting, stockholders ratified the appointment of
Ernst Young LLP as the Companys registered public accounting
firm for the fiscal year ending December31, 2017.

Proposal 3: To approve, on an advisory (non-binding)
basis, the compensation of the Companys named executive
officers.

For

Against

Abstain

BrokerNon-Votes

78,417,295

2,503,143

445,409

5,526,405

At the Annual Meeting, stockholders approved, on an advisory
basis, the compensation of the Companys named executive
officers.

Proposal 4: To approve a charter amendment to repeal
the Companys election to be subject to Section3-804(c)of the
Maryland General Corporation Law.

For

Against

Abstain

BrokerNon-Votes

80,970,992

91,200

303,655

5,526,405

At the Annual Meeting, stockholders approved the amendment to
the Charter to opt out of Section3-804(c)of the MGCL.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNumber

Description

3.1

Articles of Amendment to the Charter of the Company

3.2

Articles Supplementary to the Charter of the Company
(prohibiting election under Section3-804(c)of the MGCL
without stockholder approval)

3.3

Second Amended and Restated Bylaws of the Company,
effective as of May18, 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 75 hotels with over 10,444 guestrooms located in 22 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 up +0.25 at 17.15 with 1,043,178 shares trading hands.

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