0001157523-14-002875.txt : 20140721 0001157523-14-002875.hdr.sgml : 20140721 20140721090044 ACCESSION NUMBER: 0001157523-14-002875 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140721 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140721 DATE AS OF CHANGE: 20140721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summit Hotel Properties, Inc. CENTRAL INDEX KEY: 0001497645 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272962512 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35074 FILM NUMBER: 14983724 BUSINESS ADDRESS: STREET 1: 12600 HILL COUNTRY BOULEVARD STREET 2: SUITE R-100 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 512-538-2300 MAIL ADDRESS: STREET 1: 12600 HILL COUNTRY BOULEVARD STREET 2: SUITE R-100 CITY: AUSTIN STATE: TX ZIP: 78738 8-K 1 a50908688.htm SUMMIT HOTEL PROPERTIES, INC. 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: July 21, 2014

SUMMIT HOTEL PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Maryland

001-35074

27-2962512

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)


12600 Hill Country Boulevard, Suite R-100
Austin, Texas 78738

(Address of Principal Executive Offices) (Zip Code)
(512) 538-2300
(Registrants’ telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)

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-4(c))


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 16, 2014, 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 Jeffrey W. Jones and Kenneth J. Kay as directors of the Company.  The Board has determined, based on the recommendation of the Nominating and Corporate Governance Committee, that each appointee is independent in accordance with the applicable rules of the New York Stock Exchange.  In connection with Messrs. Jones and Kay appointments, the size of the Board was increased from six to seven.  The two new directors join Kerry W. Boekelheide, the Company’ s Executive Chairman of the Board, Daniel P. Hansen, the Company’s President and Chief Executive Officer, Bjorn R. L. Hanson, Thomas W. Storey and Wayne W. Wielgus as members of the Board.

Mr. Jones will serve on the Audit and the Nominating and Corporate Governance Committees of the Board.  Mr. Kay will serve on the Audit and the Compensation Committees of the Board.  The Board, on the recommendation of the Nominating and Corporate Goverance Committee, has determined that each of the appointees 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 Messrs. Jones and Kay to the Board.

Director Audit

Compensation

Nominating and Corporate Governance
Bjorn R. L. Hanson

(Chair)

Wayne W. Wielgus

(Chair)

Thomas W. Storey

(Chair)

Jeffrey W. Jones

Kenneth J. Kay

Messrs. Jones and Kay will participate in the Company’s non-employee director compensation programs.  On July 21, 2014, Messrs. Jones and Kay each received a stock award pursuant to the Company’s 2011 Equity Incentive Plan, consisting of 5,984 fully vested shares of the Company’s common stock. The Company has entered into an indemnification agreement with each of Messrs. Jones and Kay in the form entered into with other directors and executive officers of the Company.

Item 7.01.    Regulation FD Disclosure.

On July 21, 2014, the Company issued a press release announcing the appointment of Messrs. Jones and Kay 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 Statement and Exhibits.

(d) Exhibits.

Exhibit No.

Description

 
99.1 Press release issued July 21, 2014.


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.

SUMMIT HOTEL PROPERTIES, INC.

(Registrant)

 

 
 

 

 

By:

/s/ Christopher R. Eng

 

Christopher R. Eng

 

 

 

Senior Vice President, General Counsel,

Date:

July 21, 2014

 

Chief Risk Officer and Secretary


EXHIBIT INDEX

Exhibit No.

Description

 
99.1 Press release issued July 21, 2014.

EX-99.1 2 a50908688ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Summit Hotel Properties Appoints Two Independent Directors with Substantial Public Company Experience

AUSTIN, Tesas--(BUSINESS WIRE)--July 21, 2014--Summit Hotel Properties, Inc. (NYSE:INN) (the “Company”) today announced Mr. Jeffrey Jones and Mr. Kenneth Kay have been appointed to the Company’s Board of Directors, which now includes seven members, five of whom are independent, including Messrs. Jones and Kay. Mr. Jones has been appointed to the Audit and Nominating Committees; Mr. Kay has been appointed to the Audit and Compensation Committees.

“On behalf of the board of directors and the executive management team, we are thrilled to welcome Jeff and Ken to our team,” said Dan Hansen, President and Chief Executive Officer of Summit Hotel Properties. “Their extensive public company experience and capital markets expertise will enhance our board as we continue to create shareholder value.”

Jeffrey Jones most recently held the position of Chief Financial Officer of Vail Resorts, Inc. (NYSE:MTN), where he also served as a member of the Vail Resorts Board of Directors and as President of Lodging, Retail and Real Estate. Mr. Jones held overall responsibility for the finance, accounting, treasury and investor relations functions, as well as operations oversight of the lodging, retail, and real estate segments, of this publicly-traded mountain resort operator. Mr. Jones joined Vail Resorts in 2003 and retired from his positions in December 2012. Prior to Vail, Mr. Jones was CFO of multiple companies primarily in the retail sector.

Mr. Jones currently serves on the Boards of Noodles & Company, Inc. (Nasdaq:NDLS), where he chairs the Audit Committee, and Hershey Entertainment & Resorts, a privately held company where he chairs the Audit and Finance Committee. In addition, he is a member of the Advisory Board of U.S. Bank and is the Executive in Residence and a member of the Board of Directors at the Leeds School of Business, University of Colorado Boulder. Mr. Jones is a certified public accountant and a member of the American Institute of Certified Public Accountants.

Kenneth Kay was Executive Vice President and Chief Financial Officer of Las Vegas Sands Corp. (NYSE:LVS) from December 2008 to July 2013, a leading global developer of destination properties, where he was responsible for all worldwide financial, planning, procurement, technology and risk aspects of the company.

Immediately prior to Las Vegas Sands, Mr. Kay was Senior Executive Vice President and Chief Financial Officer of CB Richard Ellis Group, Inc. (NYSE:CBG) (“CBRE”), a global commercial real estate services firm, from June 2002 to December 2008.

Mr. Kay began his career with PricewaterhouseCoopers, primarily focusing his efforts on large, publicly owned multinational companies. After leaving public accounting, his career included senior financial and operational roles at Ameron International, Systemed Inc., Universal Studios and, just prior to CBRE, as Chief Financial Officer of Dole Food Company, Inc. (formerly NYSE:DOLE).

Mr. Kay is currently a Managing Director of Raven LLC, an investment and advisory services firm located in Las Vegas, Nevada, a position he has held since co-founding the firm in 2012. Raven LLC provides debt and equity capital and management consulting and advisory services to small and medium sized businesses.

Mr. Kay is a member of the Board of Governors of Cedars Sinai Medical Center and The Board of Advisors of the USC Leventhal School of Accounting. Mr. Kay is a certified public accountant and a member of the American Institute of Certified Public Accountants.


About Summit Hotel Properties

Summit Hotel Properties, Inc. is a publicly-traded real estate investment trust focused primarily on acquiring and owning premium-branded select-service hotels in the upscale and upper midscale segments of the lodging industry. As of July 21, 2014, the Company’s portfolio consisted of 90 hotels with a total of 11,353 guestrooms located in 22 states.

For additional information, please visit the Company’s website, www.shpreit.com and follow on Twitter at @SummitHotel_INN.

CONTACT:
Summit Hotel Properties, Inc.
Elisabeth Eisleben, 512-538-2306
Director of Investor Relations
eeisleben@shpreit.com