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
May 21, 2013
Date of report (Date of earliest event reported)
Supertel Hospitality, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
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1-34087
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52-1889548
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(Commission File Number)
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(IRS Employer Identification No.)
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309 North Fifth Street
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Norfolk, NE
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68701
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(Address of Principal Executive Offices)
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(Zip Code)
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(402) 371-2520
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Supertel Hospitality, Inc. (the “Company”) held its annual meeting of shareholders on May 21, 2013. The holders of the common stock and the Series C convertible preferred stock, voting as one group, (i) elected nine directors for an annual term, (ii) approved on an advisory basis a resolution approving the Company’s named executive officer compensation, (iii) approved on an advisory basis to hold future advisory votes on executive compensation every three years, (iv) ratified the appointment of KPMG LLC to audit the Company's financial statements for fiscal 2013, and (v) approved an amendment to the Company’s Articles of Incorporation to effect a reverse split of the Company’s common stock at a reverse split ratio ranging from 1-for-4 to 1-for-8 shares of common stock in the range to be selected by the Board of Directors, to be implemented, if at all, upon the decision of the Board of Directors on or before May 21, 2014.
For the annual meeting there were 23,151,192 shares of common stock and 3,000,000 shares of Convertible Series C preferred stock outstanding and eligible to vote as one group, representing 34,984,867 votes eligible to be cast at the meeting, of which holders of common stock and Convertible Series C preferred stock representing 32,650,212 votes were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:
Nine nominees were elected to serve as Directors of the Company for an annual term by the following vote:
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For
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Withheld
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Broker Non-Vote
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Steve H. Borgmann
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23,853,952
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299,004
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8,497,256
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Allen L. Dayton
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23,878,487
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274,469
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8,497,256
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Daniel R. Elsztain
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23,849,583
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303,373
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8,497,256
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James H. Friend
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21,687,445
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2,465,511
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8,497,256
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Donald J. Landry
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21,687,994
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2,464,962
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8,497,256
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William C. Latham
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23,855,805
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297,151
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8,497,256
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John M. Sabin
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21,686,993
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2,465,963
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8,497,256
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Kelly A. Walters
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23,934,882
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218,074
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8,497,256
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George R. Whittemore
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23,265,394
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887,562
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8,497,256
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The Company’s executive compensation was approved by the shareholders on an advisory basis by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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21,221,448
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2,776,890
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154,618
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8,497,256
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A frequency of every three years for the shareholder advisory vote on executive compensation was approved by the shareholders on an advisory basis by the following vote:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Vote
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4,732,786
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1,946,822
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17,134,722
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338,626
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8,497,256
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Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2013 by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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29,892,347
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2,655,729
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102,136
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0
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Shareholder approval of an amendment to the Company’s Articles of Incorporation to effect a reverse split of the Company’s common stock at a reverse split ratio ranging from 1-for-4 to 1-for-8 shares of common stock, in the range to be selected by the Board of Directors, to be implemented, if at all, upon the decision of the Board of Directors on or before May 21, 2014 was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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29,551,178
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2,893,832
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205,202
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0
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SIGNATURES
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.
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Supertel Hospitality, Inc.
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Date: May 22, 2013
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By: /s/ Corrine L. Scarpello
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Name: Corrine L. Scarpello
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Title: Chief Financial Officer
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