UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 13, 2021 (
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 12, 2021, the Board of Directors (the “Board”) of Summit Hotel Properties, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ms. Amina Belouizdad as a director of the Company, effective May 13, 2021 following the Company’s annual meeting of stockholders. The Board has determined, based on the recommendation of the Nominating and Corporate Governance Committee, that Ms. Belouizdad is independent in accordance with the applicable rules of the New York Stock Exchange. In connection with Ms. Belouizdad’s appointment, the size of the Board will be increased from seven to eight. Ms. Belouizdad joins Daniel P. Hansen, the Company’s Executive Chairman of the Board, Bjorn R. L. Hanson, Jeffrey W. Jones, Kenneth J. Kay, Jonathan P. Stanner, the Company’s President and Chief Executive Officer, Thomas W. Storey and Hope S. Taitz as a member of the Board.
Ms. Belouizdad will serve on the Nominating and Corporate Governance Committee and the Compensation Committee of the Board. The Board, on the recommendation of the Nominating and Corporate Governance Committee, has determined that Ms. Belouizdad meets the requirements for serving on such committees. The following table depicts the composition of the Audit, Compensation and Nominating and Corporate Governance Committees of the Company following the appointment of Ms. Belouizdad to the Board.
| Director | Audit | Compensation | Nominating and Corporate Governance | |||
| Amina Belouizdad | ü | ü | ||||
| Bjorn R. L. Hanson | ü | ü | ||||
| Jeffrey W. Jones | ü (Chair) | ü | ||||
| Kenneth J. Kay | ü | ü(Chair) | ||||
| Thomas W. Storey | ü | ü | ||||
| Hope S. Taitz | ü | ü(Chair) |
Ms. Belouizdad will participate in the Company’s non-employee director compensation programs. The Company will enter into an indemnification agreement with Ms. Belouizdad in the form entered into with other directors and executive officers of the Company.
| Item 7.01. | Regulation FD Disclosure. |
On April 13, 2021, the Company issued a press release announcing the appointment of Ms. Belouizdad to the Board.
A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press release issued on April 13, 2021. |
| 104 | Cover Page Interactive Data File – the cover page XBRL
tags are embedded within the Inline XBRL document (contained in Exhibit 101) |
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 thereunto duly authorized.
| SUMMIT HOTEL PROPERTIES, INC. | ||
| By: | /s/ Christopher R. Eng | |
| Christopher R. Eng | ||
| Executive Vice President, General Counsel, | ||
| Dated: April 13, 2021 | Chief Risk Officer and Secretary | |