Summit Hotel Properties, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 08/26/2019   Download
SEC Document
SEC Filing

On and effective as of August 21, 2019, the Board of Directors (the “Board”) of Summit Hotel Properties, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to (i) adopt a majority-voting standard in uncontested elections of directors, and (ii) permit the stockholders of the Company to amend the Bylaws, as described below. The adoption of the Amendment is a result of the Nominating and Corporate Governance Committee's and the Board’s review and assessment of corporate governance best practices. The Board has approved and implemented the following corporate governance initiatives that it believes are in the best interests of the Company.

 

The Amendment amends Article II, Section 7 of the Bylaws to implement a majority voting standard for the election of directors in uncontested elections, retaining the plurality standard for elections in which the number of director nominees exceeds the number of directors to be elected. Pursuant to the Amendment, and under the Bylaws as amended by the Amendment, in uncontested elections of directors, director nominees will be elected by the vote of a majority of the votes cast with respect to the nominee, which means that the number of votes cast for a director nominee must exceed the number of votes cast against the nominee.

 

In connection with the Amendment, on and effective as of August 21, 2019, the Board also made minor conforming changes to the Company’s policy on voting regarding directors to account for the majority-voting standard in uncontested elections. Under the policy, as revised, director nominees who receive more votes against than votes for must submit their written resignations to the Board of Directors. The policy remains otherwise unchanged.

 

The Amendment also amends Article XIV of the Bylaws to permit the stockholders of the Company to amend the Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock pursuant to a binding proposal properly submitted to the stockholders for approval at a duly called annual or special meeting of stockholders by any stockholder that satisfies the ownership requirements specified in Rule 14(a)-8 under the Exchange Act of 1934, as amended. However, a stockholder proposal submitted pursuant to the Bylaws, as amended, may not, without the approval of the Board, alter or repeal, (i) Article XII of the Bylaws regarding indemnification of directors and officers of the Company or (ii) Article XIV of the Bylaws regarding the procedures for amendment of the Bylaws.