8-K
00015811640001507563false 0001581164 2020-05-28 2020-05-28 0001581164 stay:EshHospitalityIncMember 2020-05-28 2020-05-28
 
 
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 28, 2020
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.01 per share, of Extended Stay America, Inc. and Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which are attached and trade together as a Paired Share.
 
STAY
 
Nasdaq Global Select Market
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 28, 2020, Extended Stay America, Inc. (“Extended Stay”) held its 2020 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 23, 2020 (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 2021 annual meeting of shareholders or until their successors are duly elected and qualified:
Name
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Bruce N. Haase
 
135,994,094
 
2,912,724
 
21,900,658
Douglas G. Geoga
 
135,996,625
 
2,910,193
 
21,900,658
Kapila K. Anand
 
135,158,832
 
3,747,986
 
21,900,658
Ellen Keszler
 
135,994,208
 
2,912,610
 
21,900,658
Jodie W. McLean
 
135,158,002
 
3,748,816
 
21,900,658
Thomas F. O’Toole
 
135,159,821
 
3,746,997
 
21,900,658
Richard F. Wallman
 
135,643,107
 
3,263,711
 
21,900,658
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
133,422,783
 
5,335,722
 
148,313
 
21,900,658
Item 3 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation
Extended Stay’s shareholders voted, on an advisory basis, that an advisory vote on executive compensation be held every year.
Every Year
 
Every Two Years
 
Every Three Years
 
Abstentions
 
Broker
Non-Votes
134,332,242
 
69,799
 
4,425,565
 
79,212
 
21,900,658
Item 4 – 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, 2020.
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
158,306,493
 
2,439,998
 
60,985
 

On May 28, 2020, ESH Hospitality, Inc. (“ESH REIT”) held its 2020 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 23, 2020 (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 2021 annual meeting of shareholders or until their successors are duly elected and qualified:
Name
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Bruce N. Haase
 
387,512,937
 
3,153,920
 
21,912,521
Douglas G. Geoga
 
387,331,494
 
3,335,363
 
21,912,521
Kapila K. Anand
 
385,796,843
 
4,870,014
 
21,912,521
Neil T. Brown
 
386,159,632
 
4,507,225
 
21,912,521
Lisa Palmer
 
386,664,029
 
4,002,828
 
21,912,521
Steven E. Kent
 
387,146,536
 
3,520,321
 
21,912,521
Simon M. Turner
 
387,554,985
 
3,111,872
 
21,912,521
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
386,768,543
 
3,725,618
 
172,696
 
21,912,521
Item 3 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation
ESH REIT’s shareholders voted, on an advisory basis, that an advisory vote on executive compensation be held every year.
Every Year
 
Every Two Years
 
Every Three Years
 
Abstentions
 
Broker
Non-Votes
386,106,559
 
69,326
 
4,419,316
 
71,656
 
21,912,521
Item 4 – 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, 2020.
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
411,823,604
 
699,111
 
56,663
 

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: June 1, 2020
 
 
By:
 
/s/ Christopher N. Dekle
 
 
 
Name: Christopher N. Dekle
 
 
 
Title: General Counsel and Corporate Secretary
         
 
 
ESH HOSPITALITY, INC.
             
Date: June 1, 2020
 
 
By:
 
/s/ Christopher N. Dekle
 
 
 
Name: Christopher N. Dekle
 
 
 
Title: General Counsel and Corporate Secretary