UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to TravelCenters of America Inc.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of stockholders held on June 9, 2022 (the “Annual Meeting”), the Company’s stockholders voted on the election of two Directors in Class III of the Board of Directors each for a three year term of office continuing until the Company’s 2025 annual meeting of stockholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Directors and received the following votes:
| Nominee | Votes For | Withhold | Broker Non-Votes | |||||
| Lisa Harris Jones | 6,699,055 | 4,653,670 | 1,593,301 | |||||
| Rajan C. Penkar | 8,218,609 | 3,134,116 | 1,593,301 |
The Company’s stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2022 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker
Non-Votes |
|||||||
| 12,922,536 | 6,323 | 17,167 | N/A |
The results reported above are final voting results.
Item 8.01. Other Events.
Director Compensation
Also on June 9, 2022, the Company updated its Director compensation arrangements. A summary of the Company’s currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Company’s Director compensation arrangements, on June 9, 2022, the Company awarded each of the Company’s Directors 3,000 shares of Common Stock, $0.01 par value.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Summary of Director Compensation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRAVELCENTERS OF AMERICA INC. | ||
| By: | /s/ Peter J. Crage | |
| Name: | Peter J. Crage | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
Date: June 10, 2022
Exhibit 10.1
TRAVELCENTERS OF AMERICA INC.
Summary of Director Compensation
| Annual Retainer for each Independent Director: | $75,000 | |
| Share Grants for all Directors: | 3,000 shares of the Company’s common stock annually to be granted to each Director on the day of the first board meeting following the Annual Meeting of Stockholders (or, for Directors who are first elected or appointed at other times, on the day of the first board meeting attended) | |
| Lead Independent Director: | $20,000 per year | |
| Chair of the Audit Committee: | $25,000 per year | |
| Chair of the Nominating and Governance Committee: | $15,000 per year | |
| Chair of the Compensation Committee: | $15,000 per year | |
| Board Liaison to the Gaming Compliance Committee: | $15,000 per year |
The Company generally reimburses all Directors for travel expenses incurred in connection with their duties as Directors and for out of pocket costs incurred in connection with their attending certain continuing education programs.