8-K 1 d580973d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) – May 16, 2018

 

 

EXTENDED STAY AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36190   46-3140312
(State or other jurisdiction of incorporation
or organization)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

  28277
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (980) 345-1600

 

 

ESH HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36191   27-3559821
(State or other jurisdiction of incorporation
or organization)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

  28277
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (980) 345-1600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

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).

Emerging growth company  ☐

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.  ☐

 

 

 


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

On May 16, 2018, Extended Stay America, Inc. (“Extended Stay”) held its 2018 Annual Meeting of Shareholders (the “Extended Stay Annual Meeting”). At the Extended Stay Annual Meeting, shareholders voted on the matters disclosed in Extended Stay’s Proxy Statement filed with the Securities and Exchange Commission on April 16, 2018 (the “Extended Stay Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders were as follows:

Item 1 – Election of Directors

At the Extended Stay Annual Meeting, Extended Stay’s shareholders elected the persons listed below as directors to hold office until the 2019 annual meeting of shareholders or until their successors are duly elected and qualified:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Jonathan S. Halkyard

  160,581,619   351,200   7,471,843

Douglas G. Geoga

  160,054,192   878,627   7,471,843

Kapila K. Anand

  160,521,622   411,197   7,471,843

Ellen Keszler

  160,584,416   348,403   7,471,843

Jodie W. McLean

  160,584,972   347,847   7,471,843

Thomas F. O’Toole

  160,584,021   348,798   7,471,843

Richard F. Wallman

  148,855,973   12,076,846   7,471,843

Item 2 – Advisory Vote on Executive Compensation

Extended Stay’s shareholders approved, on an advisory basis, the compensation paid to Extended Stay’s named executive officers as disclosed in the Extended Stay Proxy Statement.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

156,104,693

  4,784,327   43,662   7,471,843

Item 3 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

Extended Stay’s shareholders ratified the appointment of Deloitte & Touche LLP as Extended Stay’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

167,271,887

  1,112,317   20,458   —  

On May 16, 2018, ESH Hospitality, Inc. (“ESH REIT”) held its 2018 Annual Meeting of Shareholders (the “ESH REIT Annual Meeting”). At the ESH REIT Annual Meeting, shareholders voted on the matters disclosed in ESH REIT’s Proxy Statement filed with the Securities and Exchange Commission on April 16, 2018 (the “ESH REIT Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders were as follows:

Item 1 – Election of Directors

At the ESH REIT Annual Meeting, ESH REIT’s shareholders elected the persons listed below as directors to hold office until the 2019 annual meeting of shareholders or until their successors are duly elected and qualified:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Jonathan S. Halkyard

  396,682,042   898,696   7,460,719

Douglas G. Geoga

  394,044,688   3,536,050   7,460,719

Kapila K. Anand

  396,538,229   1,042,509   7,460,719

Neil T. Brown

  394,547,676   3,033,062   7,460,719

Bruce N. Haase

  396,684,467   896,271   7,460,719

Steven E. Kent

  396,558,348   1,022,390   7,460,719

Lisa Palmer

  393,864,681   3,716,057   7,460,719


Item 2 – Advisory Vote on Executive Compensation

ESH REIT’s shareholders approved, on an advisory basis, the compensation paid to ESH REIT’s named executive officers as disclosed in the ESH REIT Proxy Statement.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

395,427,621

  2,111,854   41,263   7,460,719

Item 3 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

ESH REIT’s shareholders ratified the appointment of Deloitte & Touche LLP as ESH REIT’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

404,882,378

  137,901   21,178  


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EXTENDED STAY AMERICA, INC.
Date: May 17, 2018   By:   /s/ John R. Dent
    Name:   John R. Dent
    Title:   General Counsel
  ESH HOSPITALITY, INC.
Date: May 17, 2018   By:   /s/ John R. Dent
    Name:   John R. Dent
    Title:   General Counsel