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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

x

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Summit Hotel Properties, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 



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, 2017

 

Dear Fellow Stockholder:

 

You are cordially invited to attend the 2017 annual meeting of stockholders of Summit Hotel Properties, Inc., a Maryland corporation, to be held on Thursday, May 18, 2017, at 8:00 a.m. central time, at the Hampton Inn & Suites, 200 San Jacinto Boulevard, Austin, Texas 78701.

 

The attached proxy statement, accompanied by the notice of annual meeting, describes the matters expected to be acted upon at the meeting.  We urge you to review these materials carefully and to use this opportunity to take part in the affairs of Summit Hotel Properties by voting on the matters described in this proxy statement.  We hope that you will be able to attend the meeting.

 

Your vote is important. Whether or not you plan to attend the meeting, please complete the enclosed proxy card and return it as promptly as possible, or authorize a proxy to vote your shares by calling the toll-free telephone number, or via the Internet.  The enclosed proxy card contains instructions regarding all three methods of voting.  If you attend the meeting, you may continue to have your shares voted as you have previously instructed or you may withdraw your proxy at the meeting and vote your shares in person.  We look forward to seeing you at the meeting.

 

 

Sincerely,

 

 

 

 

 

 

Daniel P. Hansen

 

Chief Executive Officer

 



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SUMMIT HOTEL PROPERTIES, INC.

12600 HILL COUNTRY BLVD, SUITE R-100

AUSTIN, TEXAS 78738

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 18, 2017

 

The 2017 annual meeting of stockholders of Summit Hotel Properties, Inc., a Maryland corporation, will be held on Thursday, May 18, 2017, at 8:00 a.m., central time, at the Hampton Inn & Suites, 200 San Jacinto Boulevard, Austin, Texas 78701, for the following purposes:

 

1.              To elect five directors nominated by our Board of Directors, each to serve until the next annual meeting of our stockholders and until their successors are duly elected and duly qualified;

 

2.              To consider and vote upon the ratification of the appointment of Ernst & Young, LLP, as the Company’s independent registered public accounting firm for 2017;

 

3.              To consider and vote upon an advisory (non-binding) resolution on executive compensation;

 

4.              To consider and vote upon a proposed charter amendment to repeal the Company’s election to be subject to Section 3-804(c) of the Maryland General Corporation Law (the “MGCL”); and

 

5.              To transact such other business as may be properly brought before the annual meeting and at any adjournments or postponements thereof.

 

You may vote if you were a holder of record of our common stock at the close of business on March 20, 2017, the record date.

 

Whether or not you plan to attend the annual meeting your vote is very important, and the Company encourages you to promptly authorize a proxy to vote your shares.

 

 

 

 

BY ORDER OF THE BOARD OF DIRECTORS

 

 

 

 

 

 

Christopher Eng

 

Executive Vice President, General Counsel,
Chief Risk Officer and Secretary

 

Austin, Texas

, 2017

 



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Contents

 

GENERAL INFORMATION

1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

2

PROPOSAL 1: ELECTION OF DIRECTORS

5

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP (“EY”), AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2017

9

PROPOSAL 3: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

10

PROPOSAL 4: CHARTER AMENDMENT TO REPEAL THE COMPANY’S ELECTION TO BE SUBJECT TO SECTION 3-804(C) OF THE MGCL

11

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

12

Recent Developments

12

Board of Directors Structure

12

Stock Ownership Guidelines

13

Anti-Hedging and Anti-Pledging Policies

13

Compensation Clawback Policy

14

Succession Planning

14

THE BOARD OF DIRECTORS AND ITS COMMITTEES

15

Independence of Directors

15

Committees

15

Audit Committee

15

Compensation Committee

15

Nominating and Corporate Governance Committee

16

Compensation Committee Interlocks and Insider Participation

16

Board Leadership Structure

16

Risk Management Oversight

16

Meetings and Attendance

17

Executive Sessions of Our Independent Directors

17

Director Nominations

17

Policy on Voting Regarding Directors

18

Communication with the Board

18

Policy Governing Director Attendance at Annual Meetings of Stockholders

19

DIRECTOR COMPENSATION

20

COMPENSATION DISCUSSION AND ANALYSIS

22

2016 Company Highlights

22

2016 Compensation Highlights

23

Compensation Best Practice Policies

23

Results of Stockholder Say-on-Pay Votes

23

Role of the Compensation Committee and Management

24

Role of the Compensation Consultant

24

 



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Peer Group Information

24

2016 Target Direct Compensation (“TDC”)

25

2016 Target Annual Compensation (“TAC”)

25

2016 Compensation Elements

26

1.

Base Salary

26

2.

Cash Incentive Compensation Program

26

3.

Long-Term Incentive Compensation

28

Performance-Based Stock Awards

28

Time-Based Stock Awards

29

Other Benefits; 401(k) Plan

30

Employment Agreements

30

Tax Deductibility of Executive Compensation

30

Accounting Standards

30

Risk Considerations in our Executive Compensation Program

30

EXECUTIVE COMPENSATION

32

Summary Compensation Table

32

Grants of Plan-Based Awards

33

Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

34

Outstanding Equity Awards at Fiscal Year-End

34

Option Exercises and Stock Vested

35

Employment Agreements

35

Potential Payments Upon Termination or Change in Control

35

AUDIT COMMITTEE REPORT

37

Fee Disclosure

38

Audit Fees

38

Audit-Related Fees

38

Tax Fees

38

All Other Fees

38

Pre-Approval Policy

38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

39

Security Ownership of Certain Beneficial Owners

39

Security Ownership of Management

40

RELATED PARTY TRANSACTIONS

41

Related Party Transaction Policy

41

Related Party Transactions

41

OTHER INFORMATION

42

Discretionary Voting Authority

42

Section 16(a) Beneficial Ownership Reporting Compliance

42

Stockholder Proposals and Director Nominations for the 2018 Annual Meeting of Stockholders

42

 



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Requirements for Proposals to be Considered for Inclusion in Proxy Materials

42

Requirements for Proposals Not Intended for Inclusion in Proxy Materials; Director Nominations

42

Requests for Annual Report

43

APPENDIX A

44

 



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PROXY STATEMENT
2017 ANNUAL MEETING OF STOCKHOLDERS

 

GENERAL INFORMATION

 

Proxy Solicitation

 

The Board of Directors (the “Board”) of Summit Hotel Properties, Inc., a Maryland corporation, has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with its solicitation of proxies for its 2017 annual meeting of stockholders to be held on May 18, 2017, at 8:00 a.m., central time, at the Hampton Inn & Suites, 200 San Jacinto Boulevard, Austin, Texas 78701, and at any adjournments or postponements thereof.  These materials were first made available to stockholders on April    , 2017.  Unless the context requires otherwise, references in this proxy statement to “Summit,” “we,” “our,” “us” and the “Company” refer to Summit Hotel Properties, Inc., and its consolidated subsidiaries.

 

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials on the Internet.  Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders.  All stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email.  Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice of Internet Availability.  Stockholders also may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

 

In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies by telephone, personal contact or other means of communication.  They will not receive any additional compensation for these activities.  Also, brokers, banks and other persons holding common stock on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners.  We will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.  Although no proxy solicitor has been engaged at this time, we may determine it is necessary to employ an outside firm to assist in the solicitation process.  If so, we will pay the proxy solicitor reasonable and customary fees.

 

No person is authorized to give any information or to make any representation not contained in this proxy statement and, if given or made, you should not rely on that information or representation as having been authorized by us.  The delivery of this proxy statement does not imply that the information herein has remained unchanged since the date of this proxy statement.

 

Summit Contact Information

 

The mailing address of our principal executive office is 12600 Hill Country Boulevard, Suite R-100, Austin, Texas 78738, and our main telephone number is (512) 538-2300.  We maintain an Internet website at www.shpreit.com.  Information at or connected to our website is not and should not be considered part of this proxy statement.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

On what am I voting?

 

You are being asked to consider and vote on the following proposals:

 

·                  Election of the five director nominees named in this proxy statement (Proposal 1);

 

·                  Ratification of Ernst & Young, LLP (“EY”), as our independent registered public accounting firm for  2017 (Proposal 2);

 

·                  An advisory (non-binding) resolution to approve executive compensation (Proposal 3); and

 

·                  Approval of a charter amendment to repeal the Company’s election to be subject to Section 3-804(c) of the MGCL (Proposal 4).

 

Who can vote?

 

Holders of our common stock as of the close of business on the record date, March 20, 2017, are entitled to vote, either in person or by proxy, at the annual meeting.  Each share of our common stock is entitled to one vote.  Cumulative voting is not permitted in the election of directors.

 

How do I vote or authorize a proxy to vote my shares?

 

By Proxy.  Before the annual meeting, you may authorize a proxy to vote your shares in one of the following ways:

 

·                  By telephone;

 

·                  By Internet; or

 

·                  By completing and signing your proxy card and mailing it in time to be received prior to the annual meeting.

 

The telephone and Internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded.  If you wish to vote by telephone or Internet, please follow the instructions that are included in the Notice of Internet Availability and the proxy card.  If you mail us your properly completed and signed proxy card, or vote by telephone or Internet, your shares will be voted according to the choices that you specify.

 

If you sign and mail your proxy card without marking any choices, your proxy will be voted:

 

FOR the election of all director nominees named in this proxy statement (Proposal 1);

 

FOR the ratification of EY as our independent registered public accounting firm for 2017 (Proposal 2);

 

FOR the approval of an advisory (non-binding) resolution on executive compensation (Proposal 3); and

 

FOR the approval of a charter amendment to repeal the Company’s election to be subject to Section 3-804(c) of the MGCL (Proposal 4).

 

We do not expect that any other matters will be brought before the annual meeting.  If an issue should arise for vote at the annual meeting that is not included in the proxy material, the proxy holders will vote your shares in accordance with their discretion.

 

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In Person.  If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and you may attend the annual meeting and vote in person.  If your shares are held in the name of your broker, bank or other nominee and you wish to attend the annual meeting, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 20, 2017.  If your shares are held in the name of your broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a legal proxy from your broker, bank or other nominee that holds your shares giving you the right to those shares.

 

May I change or revoke my vote?

 

Yes.  You may change your vote or revoke your proxy at any time prior to the annual meeting by:

 

·                  Notifying our Secretary in writing that you are revoking your proxy;

 

·                  Providing another signed proxy that is dated after the proxy you wish to revoke;

 

·                  Using the telephone or Internet voting procedures; or

 

·                  Attending the annual meeting and voting in person.  Attendance at the annual meeting will not, by itself, revoke a duly executed proxy.

 

Will my shares be voted if I do not provide my proxy?

 

It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm.  If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the annual meeting.

 

Brokerage firms generally have the authority to vote customers’ un-voted shares on certain “routine” matters.  If your shares are held in the name of a brokerage firm, the brokerage firm can vote your shares for the ratification of EY as our independent registered public accounting firm for 2017 (Proposal 2) if you do not provide your voting instructions timely, because this matter is considered “routine” under the applicable rules.  The other items (Proposals Nos. 1, 3 and 4) are not considered “routine” and therefore may not be voted by your broker without instruction.

 

What constitutes a quorum?

 

As of the record date, a total of 93,811,172 shares of our common stock were issued and outstanding and entitled to vote at the annual meeting.  To conduct the annual meeting, a majority of the shares entitled to vote must be present in person or by proxy.  This is referred to as a “quorum.”  If you submit a properly executed proxy card or authorize a proxy to vote by telephone or on the Internet, your shares will be counted for purposes of determining the presence of a quorum.  Abstentions and broker “non-votes” will be counted as present and entitled to vote for purposes of determining a quorum.  A broker “non-vote” occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules, does not have discretionary authority to vote on a matter.

 

What vote is needed to approve the matters submitted?

 

Election of Directors (Proposal 1).  Directors are elected by a plurality of the votes cast at the annual meeting.  “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting.  For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal.  The Board has adopted a policy on voting regarding directors.  Under the policy, at any meeting of stockholders at which members of the Board are to be elected by the stockholders in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will submit to the Board a written offer to resign from the Board no later than two weeks after the certification of the voting results. 

 

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For additional information regarding this policy, please see “The Board of Directors and Its Committees — Policy on Voting Regarding Directors.”

 

Ratification of Appointment of EY (Proposal 2).  The affirmative vote of a majority of the votes cast at the annual meeting is required to approve this proposal.  For purposes of this vote, abstentions will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

 

Approval on an Advisory (Non-Binding) Resolution on Executive Compensation (Proposal 3).  The affirmative vote of a majority of the votes cast at the annual meeting is required to approve this proposal.  For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

 

Approval of a Charter Amendment to Repeal the Company’s Election to be Subject to Section 3-804(c) of the MGCL (Proposal 4).  The affirmative vote of a majority of the votes entitled to be cast is required to approve this proposal.  For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have the effect of a vote against this proposal.

 

We are sending only a single Notice of Internet Availability to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address.  This practice is known as “householding” and is permitted by rules adopted by the SEC.  This practice reduces the volume of duplicate information received at your household and helps us to reduce costs.  We will deliver promptly, upon written request or oral request, a separate copy of the Notice of Internet Availability to a stockholder at a shared address to which a single copy of the document was previously delivered.  If you received a single copy of this document for your household for this year, but you would prefer to receive your own copy, you may direct requests for separate copies in the future to the following address: Summit Hotel Properties, Inc., Attention: Secretary, 12600 Hill Country Boulevard, Suite R-100, Austin, Texas 78738.  If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.

 

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PROPOSAL 1:

ELECTION OF DIRECTORS

 

Introduction

 

As of April    , 2017, the Board has five members. The five persons named below, each of whom currently serves on the Board, have been recommended by the Nominating and Corporate Governance Committee and nominated by our Board to serve on the Board until our 2018 annual meeting of stockholders and until their respective successors are duly elected and duly qualified.  The Board has no reason to believe that any of the persons named below as a nominee for election to the Board will be unable, or will decline, to serve if elected.  The Board has determined that each director nominee named below, except Mr. Hansen, is independent under applicable SEC and New York Stock Exchange (the “NYSE”) rules.

 

Recommendation

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

 

The following table sets forth the name, position with the Company and age (as of the annual meeting) of each nominee for election to the Board at the annual meeting:

 

Name

 

Position

 

Age

Daniel P. Hansen

 

Chairman, President and Chief Executive Officer

 

48

Bjorn R. L. Hanson

 

Independent Director and Chair of Nominating and Corporate Governance Committee

 

65

Jeffrey W. Jones

 

Lead Independent Director and Chair of Audit Committee

 

55

Kenneth J. Kay

 

Independent Director and Chair of Compensation Committee

 

62

Thomas W. Storey

 

Independent Director

 

60

 

We believe that all of the nominees are intelligent, experienced, collegial, insightful and proactive with respect to management and risk oversight and that they exercise good judgment.  The biographical descriptions below set forth certain information with respect to each nominee, including the experience, qualifications, attributes or skills of each nominee that led us to conclude that he should serve as a director, if elected.

 

Nominees

 

Daniel P. Hansen.  Mr. Hansen has served as our President and Chief Executive Officer and been a member of the Board since our formation in June 2010.  Mr. Hansen was appointed Chairman of the Board in January  2017.  Prior to joining our company, Mr. Hansen served in various capacities at The Summit Group.  Mr. Hansen joined The Summit Group in October 2003 as Vice President of Investor Relations.  His responsibilities included leading the capital raising efforts for Summit Hotel Properties, LLC’s (“SHP LLC”) private placements of its equity securities and assisting in acquisition due diligence.  In 2005, he was appointed to SHP LLC’s Board of Managers and was promoted to Executive Vice President.  He was appointed President of The Summit Group and Chief Financial Officer of SHP LLC in 2008.  His primary responsibilities included the development and execution of growth strategies for SHP LLC, raising equity capital and hotel development and acquisition.  Prior to joining The Summit Group, Mr. Hansen spent 11 years with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) in various leadership positions, culminating as a Vice President and Regional Sales Manager for Merrill Lynch in the Texas Mid-South Region.  Mr. Hansen received a B.A. in economics from South Dakota State University.

 

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The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Hansen should serve as a director, if elected, because he currently serves as our Chairman, President and Chief Executive Officer and provides a critical link between the executive management team, which is responsible for the day-to-day management of the Company, and the Board.  We believe his service as a director enables the Board to perform its oversight function with the benefits of management’s perspectives on our business.  Mr. Hansen also provides us with extensive experience in the hospitality industry as well as a capital markets background that assists the Board in analyzing capital raising opportunities and issues.

 

Bjorn R. L. Hanson.  Dr. Hanson has been a member of the Board since the completion of our initial public offering, or IPO, in February 2011.  Dr. Hanson served as our Lead Independent Director from June 2015 to January 2017.  Dr. Hanson has worked in the hospitality industry for more than 40 years and has been involved in consulting and investment banking in the lodging sector.  He joined the New York University School of Professional Studies in June 2008 as a clinical professor teaching in the school’s graduate and undergraduate hospitality and tourism programs and directing applied research projects.  In 2010, he was appointed as the divisional dean of that school’s Preston Robert Tisch Center for Hospitality, Tourism, and Sports Management, which he served as until returning to his full time faculty role in 2014.  Before joining the Tisch Center, Dr. Hanson was a partner with PricewaterhouseCoopers LLP and its predecessor, Coopers & Lybrand LLP, which he joined in 1989.  Dr. Hanson founded the hospitality, sports, convention and leisure practice and held various positions at PricewaterhouseCoopers and Coopers & Lybrand, including National Industry Chairman for the Hospitality Industries, National Service Line Director for Hospitality Consulting, National Industry Chairman for Real Estate, Real Estate Service Line Director and National Director of Appraisal Services.  Additionally, he served on the U.S. leadership committee and global financial advisory services management committee of PricewaterhouseCoopers.  Dr. Hanson was also managing director with two Wall Street firms, Kidder, Peabody & Co. and PaineWebber Inc., for which he led banking and research departments for lodging and gaming.  Dr. Hanson received a B.S. from Cornell University School of Hotel Administration, an M.B.A. from Fordham University and a Ph.D. from New York University.

 

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Dr. Hanson should serve as a director, if elected, because he brings a wide range of experience in consulting and investment banking in the hospitality industry to the Board.  He also brings an academic perspective on the hospitality and tourism industries, which enhances the ability of the Board to analyze macroeconomic issues and trends relevant to our business.  Finally, Dr. Hanson’s leadership roles in market trend analysis, economic analysis and financial analysis specific to our industry provide the Board with additional depth in analyzing financial reporting issues faced by companies similar to ours.

 

Jeffrey W. Jones. Mr. Jones has been a member of the Board since July 2014 and was appointed Lead Independent Director in January 2017.  From September 2003 to December 2012, Mr. Jones served as the Chief Financial Officer for Vail Resorts, Inc. (NYSE: MTN), a publicly held resort management company, and also served as a member of the board of directors of Vail Resorts, Inc. from June 2008 through December 2012.  In addition, later in his tenure at Vail Resorts, Inc., Mr. Jones served as President - Lodging, Retail and Real Estate.  Mr. Jones is also currently a member of the board of directors, chairs the audit committee and is a member of the compensation committee for Noodles & Company (NASDAQ: NDLS), a publicly held fast-casual restaurant chain.  Mr. Jones also serves on the board of directors, chairs the audit and finance committee and is a member of the compensation committee of Hershey Entertainment and Resorts, a privately held entertainment and hospitality company.  He is also a member of the US Bank Advisory Board and is a member of the board of the Leeds School of Business, University of Colorado Boulder.  Prior to joining Vail Resorts, Inc., Mr. Jones held chief financial officer positions with Clark Retail Enterprises and Lids Corporation.  Mr. Jones received a B.A. in Accounting and American Studies from Mercyhurst College and is a member of the American Institute of Certified Public Accountants (AICPA).

 

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Jones should serve as a director, if elected, because of his significant management, financial, hospitality industry and mergers and acquisition experience and expertise, which he has acquired through his fifteen years as a chief financial officer, including ten years as chief financial officer and four years as a director, as well as president of lodging, retail and real estate, of a publicly held resort management company. In addition, Mr. Jones’s other experience as a public company director and audit committee member and chair provides the Board with perspective into corporate governance best practices.

 

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Kenneth J. Kay.  Mr. Kay has been a member of the Board since July 2014.  Mr. Kay is currently the Chief Financial Officer of MGM Holdings, Inc. (the parent company of Metro-Goldwyn-Mayer, Inc.), a leading entertainment company focused on the production and global distribution of film and television content.  Mr. Kay is also 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.  Previously, Mr. Kay held the position of Chief Financial Officer of Las Vegas Sands Corp. (“Las Vegas Sands”) (NYSE: LVS) from December 2008 to July 2013, where he was responsible for all worldwide financial, planning, procurement, technology and risk aspects of the company.  Prior to working for Las Vegas Sands, Mr. Kay was Senior Executive Vice President and Chief Financial Officer of CB Richard Ellis Group, Inc. (“CBRE”) (NYSE: CBG), 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 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 received a B.S. degree in accounting and an M.B.A. degree from the University of Southern California.  Mr. Kay is a Chartered Global Management Accountant, a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

 

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Kay should serve as a director, if elected, because of his professional background and experience, education, Fortune 500 senior-executive level positions in real estate and hospitality and his extensive finance, accounting, operational and mergers and acquisitions experience and expertise.

 

Thomas W. Storey.  Mr. Storey has been a member of the Board since the completion of our IPO in February 2011.  Mr. Storey served as our Non-Executive Chairman of the Board from July 2015 until January 2017.  Mr. Storey has worked in the hospitality industry for more than 25 years.  He was the President of Fairmont Hotels and Resorts and the Executive Vice President, Business Strategy for Fairmont Raffles Hotels International (“FRHI”), a leading global hotel company with over 125 hotels worldwide under the Fairmont, Raffles and Swissôtel brands, which Mr. Storey joined in 1999.  Mr. Storey has worked for multiple hospitality companies in an executive capacity including Marriott Hotels and Resorts, Doubletree Hotels, Promus Hotels and Radisson Hotels, International.   Mr. Storey has been a member of various hospitality industry organizations, including the American Hotel & Lodging Association, the Travel Industry Association of America, and Professional Conference and Meeting Planners.  He has also served on multiple public and private boards including Candlewood Hotels, Legacy Hotels Real Estate Investment Trust, Travelclick, LLC and the Wall Street Institute.  Mr. Storey received a B.A. in economics from Bates College and an M.B.A. from the Johnson School at Cornell University.

 

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Storey should serve as a director, if elected, because he provides the Board with strategic vision specific to the hospitality industry.  In addition, Mr. Storey has substantial leadership experience in the hospitality industry, including as Executive Vice President, Business Strategy of FRHI, where Mr. Storey was instrumental in helping lead that company through various lodging cycles.  The Board expects Mr. Storey’s experience in analyzing and reacting to changing conditions in the hospitality industry will serve the Board.  The Board also expects Mr. Storey’s operations experience with FRHI will help him provide valuable insights to the Board.  Mr. Storey also possesses particular expertise in business travel, an important aspect of our business.

 

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Senior Executive Officers

 

Daniel P. Hansen.  Information regarding Daniel P. Hansen is described above under “Nominees.”

 

Craig J. Aniszewski.  Mr. Aniszewski has served as our Executive Vice President and Chief Operating Officer since our formation in June 2010.  Mr. Aniszewski joined The Summit Group in January 1997 as Vice President of Operations and Development.  He became the Executive Vice President and Chief Operating Officer of The Summit Group in 2007 and was a member of the Board of Managers of SHP LLC from January 2004 until February 2011.  Mr. Aniszewski joined The Summit Group following 13 years with Marriott International, Inc., where he held sales and operations positions in full-service convention and resort hotels.  During his career with Marriott, he also worked in the select-service sector, holding positions including the Director of Sales and General Manager for Residence Inn by Marriott and Courtyard by Marriott-branded hotels located in Florida, New York, Connecticut, Pennsylvania, Maryland and North Carolina.  Mr. Aniszewski received a B.S. degree in criminal justice with minors in business and psychology from the University of Dayton.

 

Greg A. Dowell.  Mr. Dowell has served as our Executive Vice President, Chief Financial Officer and Treasurer since October 2014.  Prior to joining Summit, Mr. Dowell held the position of Senior Executive Vice President and Chief Operating Officer at American Campus Communities (“ACC”) (NYSE: ACC). During his thirteen-year tenure, Mr. Dowell managed all aspects of operations, facilities management, human resources, information technology and various aspects of accounting and systems development.  He played a key role in the development of ACC’s specialized operating platform which facilitated American Campus Communities becoming the first student housing REIT to be publicly traded in 2004.  Following ACC’s initial public offering, Mr. Dowell orchestrated the successful integration of more than $2.8 billion in asset growth and oversaw the management of over 44 million square feet of residential and mixed-use real estate comprised of over 300 communities.  Prior to joining ACC, Mr. Dowell spent ten years in progressive capacities with Century Development where he began as an accountant and ultimately served as Senior Vice President of Management Services.  Mr. Dowell received his B.S. in Accounting from the University of Louisiana at Lafayette and is a certified public accountant.

 

Christopher R. Eng.  Mr. Eng has served as our Vice President, General Counsel and Secretary since our formation in June 2010.  He was appointed Senior Vice President and Chief Risk Officer in May 2014, in addition to his roles as General Counsel and Secretary.  In March 2016, he was appointed Executive Vice President in addition to his roles as General Counsel, Chief Risk Officer and Secretary.  Mr. Eng was appointed Vice President, General Counsel and Secretary of The Summit Group and SHP LLC in 2004.  Mr. Eng was responsible for The Summit Group’s legal affairs and for guiding its corporate compliance, focusing on real estate acquisitions and dispositions, franchise licensing, corporate insurance coverage, corporate governance and securities industry regulatory compliance.  Prior to joining The Summit Group, Mr. Eng was an Assistant Vice President and Trust Officer for The First National Bank in Sioux Falls.  Mr. Eng received B.A. degrees in history and English from Augustana College (S.D.) and a J.D. degree from the University of Denver College of Law.

 

Paul Ruiz.  Mr. Ruiz has served as Summit’s Vice President and Chief Accounting Officer since April 2014.  Prior to joining the Company, Mr. Ruiz served in senior executive roles for companies in a variety of industries, including real estate and technology.  From April 2013 to April 2014, he served as a consulting chief financial officer for Bridgepoint Consulting, a financial consulting firm in Austin, Texas.  From February 2011 to April 2013, Mr. Ruiz was the Senior Director of Global Corporate Accounting for Freescale Semiconductor, Inc. n/k/a NXP Semiconductors N.V (NASDAQ: NXPI), a global semiconductor manufacturer. From April 2008 to January 2011, Mr. Ruiz was the Chief Financial Officer at Sensortran, Inc. (now part of Halliburton, Inc. — NYSE: HAL), a fiber-optics based technology company in Austin, Texas.  He began his career with Pricewaterhouse Coopers where he was an audit manager, providing audit and business advisory services to entrepreneurial, rapidly growing and Fortune 500 companies.  Mr. Ruiz graduated with highest honors from the University of Texas at Austin with a Bachelor of Business Administration in Accounting and earned his MBA from Baylor University. He is a Certified Public Accountant.

 

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PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP (“EY”), AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2017

 

Our Audit Committee selected the accounting firm of EY to serve as the Company’s independent registered public accounting firm for 2017. Although current laws, rules and regulations, as well as the Audit Committee charter, require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board considers the appointment of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the appointment of EY for ratification by stockholders as a matter of good corporate practice.  EY has served as the Company’s independent registered public accounting firm since March 2013.  An EY representative will be present at the annual meeting and will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

 

Recommendation:

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF EY AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2017.

 

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PROPOSAL 3:
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

 

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing stockholders with the opportunity to vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.  This is commonly known as, and is referred to in this proxy statement as, a “say-on-pay” proposal or resolution.  The Board intends to hold an advisory (non-binding) vote on the compensation of our named executive officers each year.

 

This say-on-pay proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation.  We are asking our stockholders to indicate their support for our named executive officers’ compensation as described in this proxy statement.  This vote is not limited to any specific item of compensation, but rather addresses the overall compensation of our named executive officers and our philosophy, policies and practices relating to their compensation as described in this proxy statement in accordance with SEC rules.

 

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, retain and motivate our named executive officers, who are critical to our success.  Our compensation program is designed to create incentives for our named executive officers to maximize long-term stockholder value.  Under these programs, our named executive officers are rewarded for the achievement of our annual objectives, long-term and strategic objectives and the realization of increased stockholder value.  Please refer to the “Compensation Discussion and Analysis” in this proxy statement for additional details about our executive compensation programs.

 

Accordingly, we are asking our stockholders to approve, in an advisory (non-binding) vote, the following resolution in respect of this Proposal 3:

 

“RESOLVED, that the stockholders of the Company approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure.”

 

Recommendation:

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTION OF THIS RESOLUTION ON THE ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.

 

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PROPOSAL 4:
CHARTER AMENDMENT TO REPEAL THE COMPANY’S ELECTION TO BE SUBJECT TO SECTION 3-804(C) OF THE MGCL

 

The Board values the input and insights of our Company’s stockholders and believes that effective stockholder engagement strengthens the Board’s role as an informed and engaged fiduciary.  The Board meaningfully integrates the feedback it receives from stockholders into the Board’s review and assessment of our Company’s corporate governance policies.  At our 2016 annual meeting of stockholders, a stockholder proposal recommending that our Board take all steps necessary to cause the Company to opt out of all provisions of the Maryland’s Unsolicited Takeover Act (“MUTA”) and to require a majority vote of shareholders before opting back into MUTA received the affirmative vote of 54% of the votes cast on the proposal.  In light of the support of our stockholders for the proposal, and based on discussions with our stockholders, the Board approved the Company’s opting out of all provisions of MUTA and the Company is prohibited from opting back into any of MUTA’s provisions without the prior approval of a majority vote of stockholders.

 

To begin such repeal and prohibition, the Company filed Articles Supplementary to the Company’s Charter on May 26, 2016, as previously disclosed.

 

To complete such repeal and prohibition, an amendment to our Charter is required to eliminate our specific election to be subject to Section 3-804(c) of the MGCL.  The Board is submitting the charter amendment as set forth as Appendix A to this proxy statement to the Company’s stockholders for approval.  If the charter amendment is approved, the Company will promptly file the amendment with the State Department of Assessments and Taxation of Maryland following our 2017 annual meeting of stockholders.  The Board will also amend our Bylaws to prohibit the Company from opting into Section 3-804(c) without prior approval of a majority vote of stockholders.  The approval of the charter amendment requires the affirmative vote of at least a majority of the votes entitled to be cast on the proposal.

 

We believe that opting out of Section 3-804(c) of the MGCL is in our best interests and in the best interests of our stockholders.

 

Recommendation:

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR A CHARTER AMENDMENT TO REPEAL THE COMPANY’S ELECTION TO BE SUBJECT TO SECTION 3-804(C) OF THE MGCL.

 

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

 

Our Board oversees our management and our Company’s business for the benefit of our stockholders in order to enhance long-term stockholder value.  The Board has adopted Corporate Governance Guidelines, which are reviewed annually and periodically amended by the Board to enhance our corporate governance principles.  A current copy of the Corporate Governance Guidelines can be found under “Investor Relations — Corporate Overview — Governance Documents” on our website at www.shpreit.com.

 

The Board has also adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our directors, officers and employees.  The purpose of the Code of Ethics is to promote honest and ethical conduct and to promote compliance with all applicable rules and regulations that apply to our Company and our directors, officers and employees.  A current copy of the Code of Ethics can be found under “Investor Relations — Corporate Overview — Governance Documents” on our website at www.shpreit.com.  Any waiver of the Code of Ethics with respect to our executive officers or directors may be made only by the Board or one of our Board’s committees and will be posted timely on our website.

 

Our Company was built on relationships with investors, lenders, investment banks, franchise brand companies and with our third party management companies.  Management strives to operate our Company with passion, integrity and excellence.  We are committed to being open and transparent about our business practices and performance and remaining accountable for our conduct.  We are also committed to our stockholders to create long-term value.  We follow through on our commitment to stockholders by implementing what we believe are sound corporate governance practices, including:

 

Recent Developments

 

·                  In May 2016, our Board unanimously approved a proposed charter amendment to eliminate our Company’s specific election to be subject to Section 3-804(c) of the MGCL and recommended that our stockholders approve the amendment.  See also Proposal 4 in this proxy statement.

 

·                  In May 2016, we opted out of four of the five provisions of MUTA, Section 3-803, 3-804(a), 3-804(b) and 3-805 of the MGCL.  See also Proposal 4 in this proxy statement regarding the remaining steps to complete the opting out process of the fifth MUTA provision.

 

Board of Directors Structure

 

·                  All of our directors must be elected annually.

 

·                  Our directors are subject to a director resignation policy as part of our policy on voting procedures with respect to the election of directors in uncontested elections.

 

·                  Eighty percent (80%) of our directors are independent.

 

·                  All members of the three standing committees of the Board are independent.

 

·                  Our independent directors meet regularly without the presence of any of our officers or employees.

 

·                  Our independent directors designate an independent, non-employee director to serve as our Lead Independent Director.

 

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Stock Ownership Guidelines

 

Based on current corporate governance standards, the Board believes all non-employee directors and certain key executive officers should own a meaningful equity interest in our Company to more closely align the interests of directors and executive officers with those of stockholders.  Accordingly, the Board has adopted stock ownership guidelines for key executive officers and all non-employee directors.

 

For purposes of these guidelines, the term “Company common stock” includes, in addition to shares of our common stock, (a) any class of equity securities issued by our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”), that are redeemable for shares of our common stock, whether held directly or indirectly, or by or for the benefit of, immediate family members, and (b) vested and unvested restricted shares of common stock, but excludes (x) stock options, whether exercisable or un-exercisable, (y) unearned performance-based restricted stock and (z) warrants and all other forms of derivative securities.

 

The Board reviews the minimum equity holdings guidelines for executive officers on a periodic basis to ensure the guidelines remain consistent with corporate governance best practices and continue to promote the alignment of executive and stockholder interests.

 

Over time, certain key executive officers are required to hold Company common stock with a value equal to a multiple of their then-current base salary.  The equity ownership value for each of these executive officers will be calculated by multiplying the number of shares of Company common stock owned by the ten trading day trailing volume weighted average price (“VWAP”) of our common stock prior to the date of computation, typically at the end of the fiscal year.  The executive officers named in the table below will have until January 1, 2018, to comply with the stock ownership guidelines.  The equity ownership requirements for our key executive officers are as follows:

 

Name

 

Multiple of Base
Salary

Daniel P. Hansen, President and Chief Executive Officer

 

6x

Greg A. Dowell, EVP & Chief Financial Officer

 

2x

Craig J. Aniszewski, EVP & Chief Operating Officer

 

2x

Christopher Eng, EVP & Chief Risk Officer

 

1x

 

Each non-employee director will be required to hold a number of shares of Company common stock equal to five times his annual cash retainer.  The equity ownership value for each non-employee director will be calculated by multiplying the number of shares of Company common stock owned by the ten trading day trailing VWAP of our common stock prior to the date of computation, typically at the end of the fiscal year.  Until such time as the required ownership level is achieved, each non-employee director is required to retain at least fifty percent (50%) of the net after-tax profit shares from vesting of equity awards.  The Board reviews the minimum equity holdings guidelines for non-employee directors on a periodic basis to ensure the guidelines remain consistent with corporate governance best practices.

 

Anti-Hedging and Anti-Pledging Policies

 

The Board has adopted an insider trading policy that contains restrictions on hedging and pledging securities issued by us or our Operating Partnership. With respect to hedging, directors and executive officers are prohibited from engaging in any hedging or monetization transactions involving securities issued by us or our Operating Partnership. With respect to pledging, directors and executive officers are prohibited from holding securities issued by us or our Operating Partnership in a margin account or pledging these securities as collateral for a loan.

 

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An exception to this anti-pledging policy may be granted if a director or executive officer desires to pledge securities issued by us or our Operating Partnership as collateral for a loan other than margin debt and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.  Any permitted pledge of securities must be pre-approved by our General Counsel.  No director or executive officer has pledged securities as collateral for a loan.

 

Compensation Clawback Policy

 

The Board has adopted a compensation clawback policy that contains terms to ensure that executives are not unduly enriched in the event of a financial restatement.  If our Company is required to restate its audited, consolidated financial results due to material non-compliance with financial requirements under securities laws as a result of intentional misconduct, fraud or gross negligence, each executive that is directly responsible for the intentional misconduct, fraud or gross negligence shall reimburse us for the after-tax value of the incentive compensation that would not have been earned if the restated financial information had been reported initially.  In addition, the Board may withhold from executives not directly responsible for the intentional misconduct, fraud or gross negligence future awards with equivalent value to that of the after-tax value of the awards initially made to such executive on the basis of the restated financial results, but only to the extent such awards were made within the preceding 24 months.

 

Succession Planning

 

Our Board of Directors has established a succession policy for the Chief Executive Officer to cover emergency and other possible occurrences resulting in a vacancy in the position of Chief Executive Officer.

 

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

 

We are managed under the direction of our Board.  Our directors are: Daniel P. Hansen, Dr. Bjorn R. L. Hanson, Jeffrey W. Jones, Kenneth J. Kay and Thomas W. Storey.  Mr. Hansen is the Chairman of the Board and Mr. Jones is our lead independent director (“Lead Independent Director”).  Each of our directors stands for election annually.

 

Independence of Directors

 

Our Corporate Governance Guidelines require that a majority of our directors be “independent,” with independence determined in accordance with the applicable standards of the NYSE.  The Board may determine a director to be independent if the Board has affirmatively determined that the director has no material relationship with us or our subsidiaries, either directly, or as a stockholder, director, officer or employee of an organization that has a relationship with us or our subsidiaries.  The Board has determined that Dr. Hanson, Mr. Jones, Mr. Kay and Mr. Storey have no material relationship with us or our subsidiaries and therefore, are independent under the applicable standards of the NYSE.  As a result, a majority of our directors are independent.  Mr. Hansen serves as an executive officer and is not considered independent under the applicable standards of the NYSE.

 

Committees

 

The Board has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and has adopted a written charter for each committee.  A copy of each committee charter is available on our website at www.shpreit.com under the heading “Investor Relations — Corporate Overview — Governance Documents.”

 

Audit Committee

 

The members of the Audit Committee are Mr. Jones (Chair), Dr. Hanson, Mr. Kay and Mr. Storey.  Each member has been determined to be “independent” within the meaning of the applicable standards of the NYSE and Rule 10A-3 of the Exchange Act.  In addition, each member meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC.  The Board has determined that Dr. Hanson, Mr. Jones and Mr. Kay each is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.

 

The Audit Committee is responsible for reviewing and discussing with management and our independent public accountants our annual and quarterly financial statements, engaging independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the performance and independence of the independent public accountants, considering audit and non-audit fees and reviewing the adequacy of our internal accounting controls, our internal audit functions and Sarbanes-Oxley Act compliance.  The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel or outside advisors for this purpose where appropriate.  Additionally, the Audit Committee is responsible for monitoring our procedures for compliance with the rules for taxation as a real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code of 1986, as amended.

 

Compensation Committee

 

The members of the Compensation Committee are Mr. Kay (Chair), Dr. Hanson, Mr. Jones and Mr. Storey.  Each member has been determined to be “independent” within the meaning of the applicable standards of the NYSE.  Each member of the Compensation Committee qualifies as an “outside director” as such term is defined under Section 162(m) of the Code and as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

 

The Compensation Committee exercises all powers delegated to it by the Board in connection with compensation matters.  The Compensation Committee is responsible for the review and approval of the compensation and benefits of our executive officers, administration and recommendations to the Board regarding our compensation and long-term incentive plans, and production of the annual reports on executive compensation for inclusion in our proxy statements. 

 

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In connection with those responsibilities, the Compensation Committee has the sole authority to retain and terminate compensation consultants employed by it to help evaluate our compensation programs.  The Compensation Committee also has authority to grant awards under the Company’s 2011 Equity Incentive Plan as Amended and Restated (“Equity Incentive Plan”).

 

Nominating and Corporate Governance Committee

 

The members of the Nominating and Corporate Governance Committee are Dr. Hanson (Chair), Mr. Kay and Mr. Storey.  Each member has been determined to be “independent” within the meaning of the applicable standards of the NYSE.

 

The Nominating and Corporate Governance Committee is responsible for monitoring our compliance with corporate governance requirements of state and federal law, and the rules and regulations of the NYSE; developing and recommending to the Board criteria for prospective members of the Board; conducting Board candidate searches and interviews; overseeing and evaluating the Board and management; monitoring compliance with our Code of Ethics and policies with respect to conflicts of interest; reviewing and approving interested transactions pursuant to our related party transaction policy; periodically evaluating the appropriate size and composition of the Board, recommending, as appropriate, increases, decreases and changes in the composition of the Board; and formally proposing the slate of nominees for election as directors at each annual meeting of our stockholders.  In addition, this committee annually facilitates the evaluation of each Committee and the Board’s performance as a whole and of the individual directors and reports thereon to the Board.

 

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee consists of Dr. Hanson, Mr. Jones, Mr. Kay and Mr. Storey.  None of the members are, or have been one of, our employees or officers.  None of our executive officers currently serves, or during the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our Board or Compensation Committee.

 

Board Leadership Structure

 

The Board believes it is important to retain the flexibility to allocate the responsibilities of the positions of the Chairman of the Board and the Chief Executive Officer in the way it believes is in our best interest.  Currently, the Board believes that it is in our best interest not to separate these positions.  Mr. Hansen, our Chief Executive Officer, was appointed Chairman of the Board and assumed the role effective January 2017.  Mr. Storey served as our Non-Executive Chairman from July 2015 until Mr. Hansen’s appointment.

 

To promote the independence of the Board and appropriate oversight of management and to demonstrate our commitment to strong corporate governance, the independent directors have designated an independent, non-employee director to serve as our Lead Independent Director.  The Lead Independent Director helps to facilitate free and open discussion and communication among the independent, non-employee directors.  The responsibilities of the Lead Independent Director are set forth in our Corporate Governance Guidelines.  Dr. Hanson was our Lead Independent Director in 2016.  Mr. Jones was appointed Lead Independent Director and assumed the role effective January 2017.

 

Risk Management Oversight

 

The Board is actively involved in the oversight of risks that could affect our Company.  This oversight is conducted primarily through the Audit Committee but also through the other committees of the Board, as appropriate.  The Board and its committees satisfy this responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our Company.

 

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Meetings and Attendance

 

In 2016, the Board met four times in person and five times telephonically, the Audit Committee met four times in person and three times telephonically, the Compensation Committee met four times in person and one time telephonically, and the Nominating and Corporate Governance Committee met four times in person.  Each of our currently serving directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he served during 2016.

 

Executive Sessions of Our Independent Directors

 

As required by the NYSE rules, the non-employee directors, all of whom are independent under the applicable standards of the NYSE, regularly meet in executive session, without management present.  Generally, these executive sessions follow regularly scheduled meetings of the Board and the three standing committees.  The independent, non-employee directors met in executive session following regularly scheduled meetings in 2016.  Mr. Storey or Dr. Hanson presided over the executive sessions of the Board, and the respective Chair of each committee presided over each such committee’s executive sessions.

 

Director Nominations

 

Before each annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the nomination of all directors who are up for election at the next annual meeting of stockholders and also considers new candidates whenever there is a vacancy on the Board, or whenever a vacancy is anticipated due to a change in the size or composition of the Board, a retirement of a director or for any other reason.  In addition to considering incumbent directors, the Nominating and Corporate Governance Committee may identify director candidates based on recommendations from the directors, stockholders, management and others.

 

The Nominating and Corporate Governance Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members.  In evaluating the suitability of individuals for Board membership, the Nominating and Corporate Governance Committee takes into account many factors, including, but not limited to:

 

·                  whether the individual meets the requirements for independence;

 

·                  the individual’s general understanding of the various disciplines relevant to the success of a large publicly-traded company in today’s business environment;

 

·                  the individual’s understanding of the Company’s businesses and markets;

 

·                  the individual’s professional expertise and educational background; and

 

·                  other factors that promote diversity of views and experience.

 

The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment, using its diversity of experience.  In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

 

We do not have a formal policy about diversity of Board membership, but the Nominating and Corporate Governance Committee considers a broad range of factors when nominating director candidates to the Board, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin.  The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.

 

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For purposes of the 2018 annual meeting of stockholders, the Nominating and Corporate Governance Committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder.  Subject to the discretion of the Nominating and Corporate Governance Committee, we anticipate that any director candidates submitted to us by our stockholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other director.

 

Policy on Voting Regarding Directors

 

The Board has adopted a policy on voting regarding directors.  Under the policy, at any meeting of stockholders at which members of the Board are to be elected by the stockholders in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will submit to the Board a written offer to resign from the Board no later than two weeks after the certification of the voting results. An uncontested election is one in which the number of individuals who have been nominated for election as a director is equal to, or less than, the number of directors to be elected.

 

The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days after the certification of the voting results, recommend to the Board whether to accept or reject the resignation offer.  In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors it deems relevant, which may include, (i) any stated reason or reasons why stockholders cast “withheld” votes for the director, (ii) the qualifications of the director, and (iii) whether the director’s resignation from the Board would be in our best interest and the best interests of our stockholders.  The Nominating and Corporate Governance Committee may also consider alternatives to acceptance or rejection of the resignation offer as the Nominating and Corporate Governance Committee members deem appropriate.

 

The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days after the certification of the voting results.  The Board will consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and additional information, factors and alternatives the Board deems relevant.  The recommendation of the Nominating and Corporate Governance Committee will not be binding on the Board.

 

Any director who offers to resign as provided above will not participate in the Nominating and Corporate Governance Committee’s or the Board’s consideration of whether to accept his or her resignation offer.

 

If a director’s resignation offer is accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill the vacancy created by such resignation or to reduce the number of directors constituting the Board.

 

If a majority of the members of the Nominating and Corporate Governance Committee were required to offer their resignations, the remaining independent directors will appoint a special committee of the Board to consider the resignation offers and whether to accept the resignation offers.

 

We will publicly disclose the Board’s decision in a Current Report on Form 8-K filed with the SEC, including an explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the resignation offer(s).

 

Communication with the Board

 

Stockholders and other interested parties who wish to communicate with the Board, including any non-employee director, or the non-employee directors as a group, or any individual director or directors, may do so by writing to the Chair of the Nominating and Corporate Governance Committee, Board of Directors of Summit Hotel Properties, Inc., 12600 Hill Country Boulevard, Suite R-100, Austin, Texas 78738.  The independent, non-employee directors have procedures for the handling of communications from stockholders and other interested parties and have directed our Secretary to act as their agent in processing any communications received.  All communications that relate to matters within the scope of the responsibilities of the Board and its standing committees are to be forwarded to the Chair of the Nominating and Corporate Governance Committee.  Communications that relate to matters that are within the scope of the responsibilities of one of the Board’s standing committees are also to be forwarded to the chair of the appropriate committee.

 

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Communications that relate to ordinary business matters that are not within the scope of the responsibilities of the Board are to be sent to the appropriate member of management.  Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any non-employee director who wishes to review them.

 

Policy Governing Director Attendance at Annual Meetings of Stockholders

 

We expect each of our directors to attend the annual meeting unless doing so would be impracticable due to unavoidable conflicts.  In 2016, all of our directors attended our annual meeting.

 

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DIRECTOR COMPENSATION

 

Directors who are our employees (Mr. Hansen) do not receive compensation for their services as directors.  For 2016, our non-employee director compensation program consisted of the following, which remains unchanged for 2017, unless otherwise noted:

 

·                  Annual Cash Retainer.  We paid an annual cash retainer of $50,000 to each non-employee director.

 

·                  Lead Independent Director Fee.  We paid our Lead Independent Director a $20,000 Lead Independent Director fee.

 

·                  Non-Executive Chairman Fee.  We paid our former Non-Executive Chairman a $20,000 Non-Executive Chairman fee.  Because in 2017 our Chairman is an executive officer, a Non-Executive Chairman Fee will not be paid in 2017.

 

·                  Additional Committee Membership Fee.  We paid an additional fee for membership on each of our standing committees, as follows:  each member of the Audit Committee was paid $12,500, each member of the Compensation Committee was paid $10,000 and each member of the Nominating and Corporate Governance Committee was paid $7,500.  The chair of each respective committee is not paid a committee membership fee.

 

·                  Additional Committee Chairperson Fee.  In lieu of the membership fee, we paid the Chairs of each of our standing committees an additional fee, as follows:  the Chair of the Audit Committee was paid $25,000, the Chair of the Compensation Committee was paid $20,000 and the Chair of the Nominating and Corporate Governance Committee was paid $15,000.

 

·                  Annual Equity Award.  Following the 2016 annual meeting of stockholders, we granted each non-employee director an equity award consisting of 8,045 shares of our common stock with an aggregate value of approximately $100,000 (the number of shares awarded to each non-employee director was determined by dividing $100,000 by the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date).  These shares were granted on May 19, 2016, pursuant to our Equity Incentive Plan and were fully vested on the grant date.

 

·                  Election to Receive Stock in Lieu of Cash Fees.  Non-employee directors have the option to elect to receive all or any part of the cash fees we are required to pay them in fully vested shares of our common stock issued under our Equity Incentive Plan based upon the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date.  In 2016, Mr. Storey was entitled to a total of $95,000 in cash fees for his services as a director.  Mr. Storey elected to receive these fees in shares of our common stock in lieu of cash.  Accordingly, we issued an aggregate of 7,618 shares of our common stock to Mr. Storey.

 

We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation, travel expenses in connection with their attendance at in-person board and committee meetings.  Non-employee directors do not receive any meeting fees for attending meetings of the Board or its committees.

 

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The table below summarizes the compensation paid by us to our non-employee directors for 2016.

 

Name

 

Fees Earned
or Paid in Cash
($)

 

Stock Awards
($)(2)

 

Total ($)

 

Bjorn R. L. Hanson

 

110,000

 

92,678

 

202,678

 

Thomas W. Storey

 

(1)

 

186,570

 

186,570

 

Jeffrey W. Jones

 

92,500

 

92,678

 

185,178

 

Kenneth J. Kay

 

90,000

 

92,678

 

182,678

 

 


(1)         Mr. Storey was entitled to receive an aggregate of $95,000 in director fees in 2016.  However, Mr. Storey elected to receive these fees in shares of our common stock in lieu of cash.

 

(2)         Amounts reflect the aggregate grant date fair value, which has been calculated in accordance with Accounting Standards Codification (“ASC”) 718, compensation of the stock awards granted to each of our non-employee directors in 2016. These stock awards are described in the table appearing below.

 

Grant Date

 

Grantee

 

Number of
Shares (#)

 

Aggregate
Grant Date
Fair Value ($)

 

Reason for Grant

February 18, 2016

 

Thomas W. Storey

 

2,062

 

21,115

 

Election to receive stock in lieu of cash director fees

May 19, 2016

 

Bjorn R. L. Hanson

 

8,045

 

92,678

 

Annual equity award

May 19, 2016

 

Thomas W. Storey

 

8,045

 

92,678

 

Annual equity award

May 19, 2016

 

Jeffrey W. Jones

 

8,045

 

92,678

 

Annual equity award

May 19, 2016

 

Kenneth J. Kay

 

8,045

 

92,678

 

Annual equity award

May 19, 2016

 

Thomas W. Storey

 

2,011

 

23,167

 

Election to receive stock in lieu of cash director fees

August 18, 2016

 

Thomas W. Storey

 

1,778

 

24,554

 

Election to receive stock in lieu of cash director fees

December 1, 2016

 

Thomas W. Storey

 

1,767

 

25,056

 

Election to receive stock in lieu of cash director fees

 

All shares of common stock granted to our non-employee directors in 2016 were fully vested on the grant date and were issued pursuant to our Equity Incentive Plan.  The Aggregate Grant Date Fair Value of the stock awards has been calculated based on the market value of our common stock on the date of grant.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

This Compensation Discussion and Analysis (“CD&A”) provides you with information on the Company’s executive compensation programs and practices, and the decisions that the Compensation Committee has made under the program.  This CD&A focuses on compensation of our named executive officers for 2016, which were:

 

Name

 

Title

Daniel P. Hansen

 

President and Chief Executive Officer

Craig J. Aniszewski

 

Executive Vice President and Chief Operating Officer

Greg A. Dowell

 

Executive Vice President and Chief Financial Officer

Christopher R. Eng

 

Executive Vice President, General Counsel, Chief Risk Officer and Secretary

Paul Ruiz

 

Vice President and Chief Accounting Officer

 

Executive Summary

 

2016 Company Highlights

 

Our diverse portfolio of premium select-service hotels performed exceptionally well in 2016, with growth in key financial metrics and continuation of our track record of outperformance versus market indices.  In each of the last five years, our portfolio has outperformed the Smith Travel Research upscale revenue per available room (“RevPAR”) growth rate by an average of nearly 200 basis points.  This track record of outperformance demonstrates our ability to actively manage the portfolio and drive shareholder value.

 

Notable accomplishments in 2016 include:

 

·                  Same-store RevPAR grew to $107.83, an increase of 3.3% over the same period in 2015.

 

·                  Adjusted funds from operations (“AFFO”) increased to $123.8 million, or $1.41 per diluted share, an increase in AFFO per diluted share of 13.1% over the same period in 2015.  A reconciliation of funds from operations (“FFO”) and AFFO to our generally accepted accounting principles (“GAAP”) net income for the year ended December 31, 2016, is included in our Annual Report on Form 10-K filed on February 23, 2017, with the SEC (“Annual Report”).

 

·                  Adjusted earnings before income taxes, depreciation and amortization (“Adjusted EBITDA”) increased to $166.5 million from $153.6 million in 2015, an increase of 8.4%. A reconciliation of earnings before income taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA to our net income in accordance withGAAP for the year ended December 31, 2016, is included in our Annual Report.

 

·                  In accordance with our strategic business plan to create long-term stockholder value, we acquired four hotels containing 749 guestrooms, for a total purchase price of $244.2 million, with an average RevPAR of $156.13 per hotel and we disposed of ten hotels containing 1,212 guestrooms, for an aggregate sales price of $147.3 million, with an average RevPAR of $85.43 per hotel.

 

·                  We announced common dividend increases in April and October of 12.8% and 22.6% respectively, resulting in an annualized dividend rate of $0.65 per share.

 

·                  We achieved a total stockholder return (“TSR”) of 40.2% compared to a TSR of 23.9% for the SNL U.S. REIT Hotel Index (“REIT Index”). We achieved a 3-year TSR of 101.94% compared to a TSR of 26.55% for the REIT Index.

 

·                  In October 2016, we redeemed all 2,000,000 shares of our issued and outstanding 9.25% Series A Cumulative Preferred Stock for approximately $50.0 million.

 

·                  In June 2016, we issued 3,000,000 shares of 6.45% Series D Cumulative Preferred Stock for gross proceeds of $75.0 million.

 

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2016 Compensation Highlights

 

Our executive compensation program consists of base salary, annual cash incentive compensation opportunities and annual long-term equity incentive grants.  Our program is designed to be straightforward, transparent and market-based and to comply with sound corporate governance practices.

 

The chart below contains the key components of our executive compensation program, the purpose of each component and the process for determining each component.

 

Compensation 
Component

 

Description and Objectives

 

2016 Highlights

Base Salary

 

Fixed cash compensation set at a level reflective of each executive’s performance, market conditions, and competitive rates.

 

The Compensation Committee increased base salaries of each of the named executive officers in 2016 to bring them closer to market-competitive levels.

Annual Cash Incentive Compensation

 

Performance-based cash incentive that rewards achievement of annual company-specific and individual performance objectives.

 

2016 annual cash incentives were tied to AFFO per share and RevPAR growth, as well as individual performance goals.

Long-Term Equity Incentives

 

Equity incentives that align executive compensation with total stockholder return over multi-year performance and vesting periods that encourage the retention of key talent.

 

In 2016, 60% of each executive’s long-term equity award was in the form of performance-based stock awards that may be earned from 0 to 200% of the target number of shares based on our relative TSR percentile rank versus certain companies in the REIT Index over a three-year performance period. The remaining 40 percent of each executive’s long-term equity award was in the form of time-based stock awards, vesting 25%, 25% and 50% on the one-year, two-year and three-year anniversaries, respectively, of the grant date. Because our 2016 TSR exceeded the REIT Index, certain previously granted performance-based restricted stock awards were earned. See Footnote (3) under “Outstanding Equity Awards at Fiscal Year-End”.

 

Compensation Best Practice Policies

 

We maintain several stockholder-friendly compensation policies, including stock ownership guidelines, a compensation clawback policy, and anti-hedging and anti-pledging policies (refer to “Corporate Governance Principles and Board Matters” for more detail on these policies).  In addition, our employment agreements with executive officers have non-compete provisions, require a double trigger for any severance payouts in connection with a change-in-control and do not provide excise tax gross-up payments.

 

Results of Stockholder Say-on-Pay Votes

 

Each year, the Compensation Committee considers the outcome of the stockholder advisory (non-binding) vote on executive compensation when making decisions relating to the compensation of our named executive officers and our executive compensation program design, structure and policies.

 

In 2016, stockholders continued their significant support for our executive compensation program with over 99% of the votes cast in favor of the “say-on-pay” proposal at our 2016 annual meeting of stockholders.  The Compensation Committee believes that the voting results, together with the over 94% approval received over the last

 

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three years, conveyed our stockholders’ strong support of the philosophy, design and structure of our executive compensation program.  The Compensation Committee will continue to consider the results of the stockholders’ say-on-pay votes when making decisions about our executive compensation program.

 

Objectives of Our Executive Compensation Program

 

Our executive compensation philosophy is designed to promote the following objectives:

 

·                  Assist in attracting and retaining talented and well-qualified executives by offering compensation opportunities competitive with other lodging REITs;

·                  Motivate our executives to manage our business to meet our near-, medium- and long-term objectives and reward them for meeting these objectives and in the case of exceptional performance;

·                  Align the interest of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases; and

·                  Maintain high standards of corporate governance.

 

Compensation Decision-Making Process

 

Role of the Compensation Committee and Management

 

The Compensation Committee is responsible for determining the amount and composition of compensation paid to our Chief Executive Officer and all other executive officers.  The Compensation Committee exercises its independent judgment in reviewing and approving the executive compensation program as a whole, as well as specific compensation levels for each executive officer.  Additionally, the Compensation Committee reviews and considers the recommendations of Mr. Hansen with respect to compensation decisions of our named executive officers other than himself.  The Compensation Committee believes it is valuable to consider the recommendations of Mr. Hansen with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers in light of our business at a given point in time.

 

Role of the Compensation Consultant

 

The Compensation Committee has retained Frederic W. Cook & Co, Inc. (“FW Cook”) as its independent compensation consultant.  The Compensation Committee has determined that FW Cook meets the criteria for an independent consultant in accordance with SEC guidelines for such service. FW Cook reports directly to the Compensation Committee and works with management only at the request and under the direction of the Compensation Committee.  To assist the Compensation Committee in the development of our 2016 compensation program, FW Cook conducted a comprehensive review of our executive compensation program in terms of the competitiveness of our target compensation opportunities and the appropriateness of our incentive programs in supporting our business strategy.  On March 8, 2016, the Compensation Committee, based on the recommendations of FW Cook, established the terms of our 2016 executive compensation program.

 

Peer Group Information

 

In general, the Compensation Committee uses comparative data from various companies in certain peer groups as a guide in its review and determination of base salaries, annual cash bonuses and annual equity awards.

 

In late 2015, the Compensation Committee, with the help of FW Cook, determined the composition and the criteria and data used in compiling the peer group used to evaluate the competitiveness of our existing executive compensation program.  The peer group consisted of 12 public REITs that primarily invest in hotels, and four other public REITs outside of the hotel sector, which were comparable in terms of market capitalization size and executive team members that the Compensation Committee and FW Cook considered to be the most relevant peers.  For purposes of making executive compensation decisions for target pay opportunities for 2016, our peer group consisted of the following companies:

 

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Ashford Hospitality Trust, Inc.

 

Pebblebrook Hotel Trust

Chatham Lodging Trust

 

RLJ Lodging Trust

Chesapeake Lodging Trust

 

Ryman Hospitality Properties, Inc.

DiamondRock Hospitality Company

 

Rouse Properties

FelCor Lodging Trust

 

STAG Industrial, Inc.

First Potomac Realty Trust

 

Sunstone Hotel Investors, Inc.

Hersha Hospitality Trust

 

Terreno Realty Corporation

LaSalle Hotel Properties

 

Xenia Hotels & Resorts, Inc.

 

In late 2016, FW Cook reviewed our peer group to determine whether it remained reasonable for future executive compensation comparisons.  For year-over-year consistency, FW Cook recommended and the Compensation Committee approved using the same peer group, as adjusted for merger and acquisition transactions.  One company, Rouse Properties, was acquired and therefore was removed from the peer group.

 

Elements of 2016 Executive Compensation

 

2016 Target Direct Compensation (“TDC”)

 

Total TDC for 2016 is described below and consists of salary, annual cash incentives and long-term equity incentives.  The Compensation Committee considered the mix of the three components of TDC and intentionally weighted the long-term equity incentive component the highest to align executives’ compensation with long-term stockholder value.   The Company’s TDC mix is generally consistent with the mix of TDC used by companies in members in our peer group.

 

Name

 

Salary ($)

 

Annual Cash
Incentive ($) (1)

 

Long-Term
Incentives ($) (2)

 

Total Target
Compensation ($)

 

Daniel P. Hansen

 

700,000

 

1,050,000

 

2,400,000

 

4,150,000

 

Craig J. Aniszewski

 

430,000

 

430,000

 

1,000,000

 

1,860,000

 

Greg A. Dowell

 

375,000

 

375,000

 

750,000

 

1,500,000

 

Christopher R. Eng

 

300,000

 

300,000

 

300,000

 

900,000

 

Paul Ruiz

 

275,000

 

193,000

 

200,000

 

667,500

 

 


(1)         This reflects the “target” level payout of our annual cash incentive award program.

 

(2)         This reflects the “target” level value of long-term incentive awards consisting 60% of performance share awards and 40% of time based awards.  The Compensation Committee determines the intended target dollar value.  The number of shares issued to each executive is determined by dividing the value of the award by the average of the trailing 10-day VWAP of our common stock prior to the date of grant.

 

2016 Target Annual Compensation (“TAC”)

 

Total TAC for 2016 is described below and consists of salary and annual cash incentives.  For 2016, the Compensation Committee implemented a plan to compensate our executives at comparable levels to our peer group.  TAC for our executives as compared to members of our peer group is as follows:

 

Name

 

2016 TAC

 

Comparison to Peer Group

Daniel P. Hansen

 

$1,750,000

 

At the median

Craig J. Aniszewski

 

$860,000

 

Approximately at the median

Greg A. Dowell

 

$750,000

 

Approximately at the median

Christopher R. Eng

 

$600,000

 

Below the 25th percentile

Paul Ruiz

 

$468,000

 

Between the median and 75th percentile

 

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2016 Compensation Elements

 

Our compensation program seeks to promote our compensation philosophy and objectives through an appropriate mix of three core elements of compensation:  Base Salary, Cash Incentive Compensation and Long-Term Incentive Compensation.

 

1.              Base Salary

 

Base salaries are designed to provide a fixed level of compensation that serves as a retention tool. Base salaries are reviewed annually by the Compensation Committee and are subject to annual increases at the discretion of the Compensation Committee. In determining base salary increases for 2016, the Compensation Committee considered each executive officer’s individual performance and corporate performance, as well as our company’s overall performance, market conditions and competitive salary information for the peer group described above. FW Cook’s competitive analysis indicated that 2015 base salaries for our named executive officers were below the peer group median, and in some cases below the peer group 25th percentile.  Based on the competitive review as well as the factors outlined above, the Compensation Committee increased base salaries for 2016 as follows:

 

Name

 

2016

 

2015

 

Percentage Increase

 

Daniel P. Hansen

 

$

700,000

 

$

575,000

 

22%

 

Craig J. Aniszewski

 

$

430,000

 

$

375,000

 

15%

 

Greg A. Dowell

 

$

375,000

 

$

360,000

 

4%

 

Christopher R. Eng

 

$

300,000

 

$

260,000

 

15%

 

Paul Ruiz

 

$

275,000

 

$

260,000

 

6%

 

 

2.              Cash Incentive Compensation Program

 

Our 2016 annual incentive program was designed to provide the named executive officers and opportunity to earn cash compensation based on the achievement of company-specific performance goals and the executive’s achievement of individual performance goals.

 

The performance measures and weightings established by our Compensation Committee for 2016 under our cash incentive compensation program are set forth below.

 

Corporate 
Performance Measure

 

Weight

 

Threshold

 

Target

 

Maximum

 

Actual
Company/Individual
Results

 

2016 AFFO per share

 

60%

 

$1.27

 

$1.34

 

$1.41

 

$1.41

 

2016 RevPAR Growth

 

20%

 

3.25%

 

4.25%

 

5.25%

 

3.30%

 

Individual Performance

 

20%

 

Specific for each individual

 

Specific for each individual

 

Specific for each individual

 

*

 

 


* The amount earned, if any, under the Individual Performance component was determined by the Compensation Committee, in its sole discretion, based on the Compensation Committee’s evaluation of the executive’s performance against quantitative and qualitative objectives set forth at the beginning of the year, as well as assessment of the individual’s contributions to the Company during 2016.  In determining whether the Individual Performance component had been earned, the Compensation Committee did not rely on any one particular objective or formula but rather on a holistic evaluation of the individual’s performance.  No executive officer was guaranteed an award under the Individual Performance component.  Payouts under the Individual Performance component could range from 15% of base salary to 60% of base salary for Mr. Hansen; 10% of base salary to 40% of base salary for Messrs. Aniszewski, Dowell and Eng; and 7% of base salary to 28% of base salary for Mr. Ruiz.

 

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For purposes of the 2016 annual incentive program AFFO per share was calculated as our net income or loss per share as set forth in our audited consolidated financial statements for the year ending December 31, 2016, less preferred dividends and excluding gains (or losses) from sales of property and impairment losses, plus depreciation and amortization (including amortization of deferred financing costs and amortization of franchise royalty fees), as further adjusted to exclude hotel transaction and pursuit costs and such other items, including nonrecurring expenses, as the Compensation Committee determined appropriate and consistent with the purpose and intent of the incentive awards.  A reconciliation of AFFO to our GAAP net income for the year ended December 31, 2016, is set forth in our Annual Report.  The 2016 RevPAR component was calculated as a year-over-year comparison of RevPAR for our same store hotels (hotels owned for the entire year ended December 31, 2015, and the entire year ending December 31, 2016, excluding assets held for sale).

 

For the 2016 Individual Performance component of the annual incentive program, the Compensation Committee established individual performance metrics for the named executive officers in the first quarter of 2016.  Objectives were personal to each executive and varied based upon the executive’s position and responsibilities as they related to the Company’s overall business plan.  A summary of each executive’s objectives are as follows:

 

·                  Mr. Hansen’s objectives primarily involved broadening the Company’s investor base, identifying strategic value creation opportunities and updating the Company’s succession plans;

 

·                  Mr. Aniszewski’s objectives primarily involved maintaining a RevPAR index of 110% for our same store hotels, increasing GOP margin, and implementation of a corporate social media and digital strategy;

 

·                  Mr. Dowell’s objectives primarily involved managing the implementation of a cyber security analysis and response plan, improving system integration to align our accounting, operations and finance departments and creation of a hybrid model for internal audit consisting of both external and internal resources;

 

·                  Mr. Eng’s objectives primarily involved creation of a new records retention policy, updating the Company’s risk, communication and crisis planning manuals, and contribution to the implementation of a cyber-security analysis and response plan; and

 

·                  Mr. Ruiz’s objectives primarily involved successfully implementing a new reporting system to further automate SEC reporting documentation and SOX control documentation, reducing overall Company expense on use of outside vendors for accounting and compliance services, and the completion of the integration of tax planning systems and strategies.

 

The annual incentive opportunity ranges for 2016, and the actual cash incentive compensation earned and paid for 2016 performance as a percentage of base salary, were as follows:

 

 

 

2016 Cash Incentive Opportunity
(% of Base Salary)

 

2016 Cash Incentive
Earned

 

2016 Cash
Incentive Earned

 

Name

 

Threshold

 

Target

 

Maximum

 

% of Base Salary

 

$

 

Daniel P. Hansen

 

75%

 

150%

 

300%

 

256%

 

1,790,250

 

Craig J. Aniszewski

 

50%

 

100%

 

200%

 

171%

 

733,150

 

Greg A. Dowell

 

50%

 

100%

 

200%

 

168%

 

629,375

 

Christopher R. Eng

 

50%

 

100%

 

200%

 

167%

 

501,500

 

Paul Ruiz

 

35%

 

70%

 

140%

 

112%

 

308,963

 

 

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The following table sets forth the payouts under the AFFO per share component, the RevPAR Growth component and the Individual Performance component that each executive earned in 2016:

 

Name

 

AFFO per share
Payout ($)

 

RevPAR Growth
Payout ($)

 

Individual
Performance
Payout ($)

 

Total 2016 Cash
Incentive Payout 
($)

 

Daniel P. Hansen

 

1,260,000

 

110,250

 

420,000

 

1,790,250

 

Craig J. Aniszewski

 

516,000

 

45,150

 

172,000

 

733,150

 

Greg A. Dowell

 

450,000

 

39,375

 

140,000

 

629,375

 

Christopher R. Eng

 

360,000

 

31,500

 

110,000

 

501,500

 

Paul Ruiz

 

231,000

 

20,213

 

57,750

 

308,963

 

 

3.              Long-Term Incentive Compensation

 

Long-term equity incentives granted in 2016 consisted of a combination of performance-based and time-based stock awards.  The Compensation Committee determined a target total long-term incentive grant value for each named executive officer.  For all executives, awards were granted 60% in the form of performance-based stock and 40% in the form of time-based stock.

 

Name

 

Performance-Based Stock
Target Value

 

Time-Based Stock
Value

 

Total LTI Grant
Value at Target

 

Daniel P. Hansen

 

$1,440,000

 

$960,000

 

$2,400,000

 

Craig J. Aniszewski

 

$600,000

 

$400,000

 

$1,000,000

 

Greg A. Dowell

 

$450,000

 

$300,000

 

$750,000

 

Christopher R. Eng

 

$180,000

 

$120,000

 

$300,000

 

Paul Ruiz

 

$120,000

 

$80,000

 

$200,000

 

 

The Compensation Committee granted these stock awards under the Company’s Equity Incentive Plan.  The number of shares granted was based on the VWAP of our common stock for the ten trading days preceding the grant date.  Note that the grant-date fair values, as reported in the Summary Compensation Table and the Grants of Plan-Based Awards table, differ from the values shown in the table above because the grant-date fair value of performance-based award is based on a Monte Carlo value and the grant-date fair value of time-based award is based on the closing share price on the grant date.

 

Performance-Based Stock Awards

 

Sixty-percent of each executive’s total long-term equity incentive was granted in the form of performance-based shares tied to the Company’s relative TSR versus constituent companies of the REIT Index.  The number of shares that may be earned can range from 0 to 200% of the target shares granted, based on our relative TSR percentile rank over the three-year performance period starting March 8, 2016, and ending March 8, 2019, according to the following table:

 

Company 3-Year TSR Percentile Rank
vs. REIT Index Companies

 

Percent of Target Shares
Earned

 

< 30th Percentile

 

0%

 

30th Percentile

 

25%

 

55th Percentile

 

100%

 

> 80th Percentile

 

200%

 

 

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The number of shares earned will be linearly interpolated for performance between the 30th and 55th percentile and for performance between the 55th and 80th percentile.  In addition, if the Company’s absolute TSR is equal to or greater than 8.5% per year (or 25.5% cumulative over the Performance Period), at least 25% of the performance-based shares will be earned.

 

The Company has entered into stock award agreements with the above-named executive officers, effective as of March 8, 2016, setting forth the terms and conditions of the performance-based stock awards.  Except as described below, no performance-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until March 8, 2019.  On and after the date of the grant and prior to forfeiture of any of the performance-based shares, the executives will have the right to vote the shares that have been issued (i.e., the target number).  Cash dividends on the performance-based shares will be accumulated and will only be paid to the executives to the extent the underlying performance-based share is earned.

 

If a “change in control” (as defined in the Company’s Equity Incentive Plan), occurs prior to the conclusion of the Performance Period, the performance-based shares will be earned based on the Company’s relative or absolute TSR performance up to the date of the change in control, and any earned shares will be fully vested on the third anniversary of the grant date (the end of the original performance period), subject to acceleration if either (a) the successor entity does not assume or replace the award, or (b) the participant is terminated without cause or for good reason.  Under these circumstances, the executives will be entitled to receive any dividend equivalent payments to which they are entitled under the terms of the stock award agreements.

 

If an executive’s employment is terminated on account of death or disability, termination without cause or voluntary termination for good reason, the performance-based shares may be earned contingent upon the attainment of the relative or absolute TSR performance hurdles at the end of the Performance Period.  However, the number of performance-based shares earned by the executive, and the amount of any dividend equivalent payments to which the executive is entitled pursuant to the terms of the stock award agreement, will be adjusted pro rata based on the amount of time the executive was employed by the Company during the Performance Period.

 

For purposes of the performance-based stock awards, the Company’s TSR will be calculated based on the VWAP of the Company’s common stock for the ten trading days ending on, and including, March 8, 2019, or, if earlier, the control change date, minus $10.96 (the VWAP of the Company’s common stock for the ten trading days ending on, and including, March 7, 2016), plus any dividends paid on the Company’s common stock during the Performance Period and assuming reinvestment of dividends at the closing price of the Company’s common stock on the date the dividend was paid, all divided by $10.96.  The TSR for each Index Company will be calculated in the same manner.

 

Time-Based Stock Awards

 

Forty percent of each executive’s total long-term equity incentive was granted in the form of time-based shares under the Company’s Equity Incentive Plan.  The Company entered into stock award agreements with the executive officers setting forth the terms and conditions of the time-based stock awards.  The stock award agreements provide for vesting over a three-year period as follows: 25% of shares will vest on March 9, 2017; 25% of the shares will vest on March 9, 2018; and 50% of the shares will vest on March 9, 2019.

 

Except as described below, no time-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until the applicable vesting date.  If a “change in control” (as defined in the Company’s Equity Incentive Plan) occurs prior to vesting and if the successor entity does not assume or replace the time-based shares, they will vest on a “control change date”, as defined in the Equity Incentive Plan, if the executive remains in the continuous employ of the Company from the date of grant until the control change date.  In addition, all of the time-based shares (if not sooner vested), will vest on the date that the executive’s employment with the Company ends on account of the executive’s death or disability, or if the executive’s employment is terminated without cause, or if the executive resigns for good reason.

 

Any time-based shares that have not vested as described above may not be transferred and will be forfeited on the date the executive’s employment with the Company terminates.  On and after the date of grant and prior to forfeiture of any time-based shares, the executive will have the right to vote the time-based shares and to receive, free of all restrictions, all dividends declared and paid on the Company’s common stock, whether or not vested.

 

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Other Benefits; 401(k) Plan

 

We provide benefits such as medical, dental and life insurance and disability coverage for all of our employees, including our named executive officers.  We also provide personal paid time off and other paid holidays to all employees, including the named executive officers.  We believe that our employee benefit plans are an appropriate element of compensation and are necessary to attract and retain employees.

 

We maintain a retirement savings plan under section 401(k) of the Internal Revenue Code to cover our eligible employees.  We currently match 100% of each eligible participant’s contributions, within prescribed limits, up to 3% of such participant’s base salary and 50% of each eligible participant’s contributions up to an additional 2% of the participant’s base salary.  In 2016, Messrs. Hansen, Dowell, Aniszewski, Eng and Ruiz each received $10,600 in matching contributions.

 

Employment Agreements

 

To specify our expectations with regard to our executive officers’ duties and responsibilities, and to provide greater certainty with regard to the amounts payable to our executive officers in connection with certain terminations or change in control events, the Board has approved and we have entered into employment agreements with each of our executive officers.  We believe that the terms of the employment agreements provide these executives with day-to-day employment stability, and enable them to properly focus their attention on their duties and responsibilities with the company, thereby promoting productivity.

 

Tax Deductibility of Executive Compensation

 

The Compensation Committee considers the anticipated tax treatment to the Company and the executive officers in its review and establishment of compensation programs and payments.  The deductibility of some types of incentive compensation payments can depend upon the timing of the executive’s vesting or exercise of previously granted rights.  Interpretations of and changes in applicable tax laws and regulations, as well as other factors beyond the committee’s control, also can affect deductibility of compensation.  The Compensation Committee’s general policy is to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals.  Accordingly, the compensation committee has not adopted a policy that all compensation must be deductible.

 

Accounting Standards

 

ASC 718 requires us to recognize an expense for the fair value of equity-based compensation awards.  Grants of equity awards under our Equity Incentive Plan will be accounted for under ASC 718.  The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity plans and programs.  As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

 

Risk Considerations in our Executive Compensation Program

 

The Compensation Committee has assessed our compensation program for the purpose of reviewing and considering any risks presented by our compensation policies and practices that are likely to have a material adverse effect on us.  As part of that assessment, management reviewed the primary elements of our compensation program, including base salary, annual bonus opportunities, equity compensation and severance arrangements.  Management’s risk assessment included a review of the overall design of each primary element of our compensation program, and an analysis of the various design features, controls and approval rights in place with respect to compensation paid to management, and other employees, that mitigate potential risks to us that could arise from our compensation program.  Following the assessment, management determined that our compensation policies and practices did not create risks that were reasonably likely to have a material adverse effect on us and reported the results of the assessment to the Compensation Committee.

 

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COMPENSATION COMMITTEE REPORT

 

The Compensation Committee of the Board of Summit Hotel Properties, Inc. has reviewed and discussed the Compensation Discussion and Analysis appearing in this proxy statement with management of the Company.  Based on the Compensation Committee’s review of the CD&A and the Compensation Committee’s discussions of the CD&A with management, the Compensation Committee recommended to the Board (and the Board has approved) that the CD&A be included in the Company’s proxy statement on Schedule 14A prepared in connection with the annual meeting.

 

 

Compensation Committee of the Board:

 

Kenneth J. Kay (Chair)

 

Bjorn R. L. Hanson

 

Jeffrey W. Jones

 

Thomas W. Storey

 

 

 

       , 2017

 

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EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The table below summarizes the total compensation paid or earned by each of our named executive officers for the fiscal year ended December 31, 2016.

 

Name and
Principal
Position

 

Year

 

Base
Salary
($)

 

Bonus
($)

 

Stock
Awards
($) (1)

 

Option
Awards
($) (2)

 

Non-Equity
Incentive Plan
Compensation
($) (3)

 

All Other
Compensation
($) (4)

 

Total
($)

 

Daniel P. Hansen;

 

2016

 

700,000

 

 

2,815,489

 

 

1,790,250

 

10,600

 

5,316,339

 

President and CEO

 

2015

 

575,000

 

 

2,483,986

 

 

1,437,500

 

10,600

 

4,507,086

 

 

 

2014

 

450,000

 

 

1,185,597

 

 

1,068,750

 

10,400

 

2,714,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Craig J. Aniszewski;

 

2016

 

430,000

 

 

1,173,123

 

 

733,150

 

10,600

 

2,346,873

 

EVP and COO

 

2015

 

375,000

 

 

836,397

 

 

468,750

 

10,600

 

1,690,747

 

 

 

2014

 

350,000

 

 

344,899

 

 

415,625

 

10,400

 

1,120,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greg A. Dowell;

 

2016

 

375,000

 

 

879,845

 

 

629,375

 

10,600

 

1,894,820

 

EVP, CFO

 

2015

 

360,000

 

 

776,255

 

 

450,000

 

8,129

 

1,594,384

 

 

 

2014

 

87,500

 

75,000

 

 

 

 

 

162,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Christopher R. Eng;

 

2016

 

300,000

 

 

351,932

 

 

501,500

 

10,600

 

1,164,032

 

EVP, General Counsel and Chief Risk Officer

 

2015

 

260,000

 

 

205,321

 

 

243,750

 

10,600

 

719,671

 

 

2014

 

250,000

 

 

107,782

 

 

221,875

 

42,538

 

622,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paul Ruiz;

 

2016

 

275,000

 

 

234,623

 

 

308,963

 

10,600

 

829,186

 

VP and CAO

 

2015

 

260,000

 

195,000

 

503,722

 

 

 

10,600

 

969,322

 

 

 

2014

 

225,000

 

75,000

 

 

 

 

5,476

 

305,476

 

 


(1)         Amounts in this column represent the aggregate grant date fair value, computed in accordance with ASC 718, of time-based and performance-based stock awards granted under our Equity Incentive Plan.  The assumptions used in calculating these amounts are discussed in Note 2 (“Summary of Significant Accounting Policies — Equity Based Compensation”) and Note 10 (“Equity-Based Compensation”) to our audited consolidated financial statements included in our Annual Report.

 

(2)         Amounts in this column represent the incremental fair value, computed in accordance with ASC 718.  For more information regarding the assumptions made by us in the valuation of these modified stock options, see Note 2 (“Summary of Significant Accounting Policies — Equity Based Compensation) and Note 10 (“Equity-Based Compensation”) to our audited consolidated financial statements included in our Annual Report.

 

(3)         Amounts in this column represent aggregate cash payouts pursuant to the Corporate Performance components and the Individual Performance component of the cash incentive awards granted to our named executive officers under our Equity Incentive Plan.

 

(4)         For 2016 and 2015, the amounts in the “All Other Compensation” column reflect contributions made by us to each of our named executive officers’ 401(k) accounts. For 2014, amounts in the “All Other Compensation” column reflect contributions made by us to each of our named executive officers’ 401(k) defined contribution plans in the following amounts:  Mr. Hansen — $10,400; Mr. Aniszewski — $10,400; Mr. Eng — $10,400; and Mr. Ruiz - $5,476; and moving expenses in the amount of $32,138 reimbursed by us to Mr. Eng in connection with his relocation to Austin, Texas.

 

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Grants of Plan-Based Awards

 

The table below sets forth information with respect to plan-based awards granted in 2016 to our named executive officers:

 

 

 

 

 

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards

 

Estimated Future Payouts
Under Equity
Incentive Plan Awards

 

All Other
Stock
Awards:
Number
of Shares

 

All Other
Option
Awards:
Number of
Securities
Underlying

 

Exercise
or Base
Price of
Option

 

Grant
Date
Fair
Value of

 

Name

 

Grant
Date

 

Threshold
($)

 

Target
($)

 

Maximum
($)

 

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

 

of Stock
(#)

 

Options
(#)

 

Awards
($/Share)

 

Awards
($)(5)

 

Daniel P. Hansen

 

3/8/16(1)

 

420,000

 

840,000

 

1,680,000

 

 

 

 

 

 

 

 

 

 

3/8/16(2)

 

105,000

 

210,000

 

420,000

 

 

 

 

 

 

 

 

 

 

3/8/16(3)

 

 

 

 

32,847

 

131,387

 

262,774

 

 

 

 

1,809,068

 

 

 

3/8/16(4)

 

 

 

 

 

 

 

87,591

 

 

 

1,006,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Craig J. Aniszewski

 

3/8/16(1)

 

172,000

 

344,000

 

688,000

 

 

 

 

 

 

 

 

 

 

3/8/16(2)

 

43,000

 

86,000

 

172,000

 

 

 

 

 

 

 

 

 

 

3/8/16(3)

 

 

 

 

13,686

 

54,745

 

109,490

 

 

 

 

753,784

 

 

 

3/8/16(4)

 

 

 

 

 

 

 

36,496

 

 

 

419,339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greg Dowell

 

3/8/16(1)

 

150,000

 

300,000

 

600,000

 

 

 

 

 

 

 

 

 

 

3/8/16(2)

 

37,500

 

75,000

 

150,000

 

 

 

 

 

 

 

 

 

 

3/8/16(3)

 

 

 

 

10,265

 

41,059

 

82,118

 

 

 

 

565,341

 

 

 

3/8/16(4)

 

 

 

 

 

 

 

27,372

 

 

 

314,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Christopher R. Eng

 

3/8/16(1)

 

120,000

 

240,000

 

480,000

 

 

 

 

 

 

 

 

 

 

3/8/16(2)

 

30,000

 

60,000

 

120,000

 

 

 

 

 

 

 

 

 

 

3/8/16(3)

 

 

 

 

4,106

 

16,423

 

32,846

 

 

 

 

226,128

 

 

 

3/8/16(4)

 

 

 

 

 

 

 

10,949

 

 

 

125,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paul Ruiz

 

3/8/16(1)

 

77,000

 

154,000

 

308,000

 

 

 

 

 

 

 

 

 

 

3/8/16(2)

 

19,250

 

38,500

 

77,000

 

 

 

 

 

 

 

 

 

 

3/8/16(3)

 

 

 

 

2,737

 

10,949

 

21,898

 

 

 

 

150,757

 

 

 

3/8/16(4)

 

 

 

 

 

 

 

7,299

 

 

 

83,866

 

 


(1)         Represents the Corporate Performance measure of the incentive award granted in 2016 to each named executive officer under our Equity Incentive Plan.  For each executive, the incentive award was paid out in cash in March 2017, except as otherwise detailed below.  For more information, see “Compensation Discussion and Analysis — Compensation Elements — Cash Incentive Compensation Program.”

 

(2)         Represents the Individual Performance component of the incentive award granted in 2016 to each named executive officer under our Equity Incentive Plan.  The Individual Performance component provided only for a single payout if earned.  For each executive, the incentive award was paid out in cash in March 2017.  For more information, see “Compensation Discussion and Analysis — Compensation Elements — Cash Incentive Compensation Program.”

 

(3)         Represents performance-based restricted stock awards granted to our named executive officers on March 8, 2016, under our Equity Incentive Plan.

 

(4)         Represents time-based restricted stock awards granted to our named executive officers on March 8, 2016, under our Equity Incentive Plan.  The time-based restricted stock awards vest over a three year period.

 

(5)         Represents the aggregate grant date fair value of the performance-based stock awards and the time-based stock awards granted to our named executive officers on March 8, 2016, under our Equity Incentive Plan.  The amounts have been computed in accordance with ASC 718.  For more information regarding our assumptions made in the valuation of these stock awards, see Note 2 and Note 10 to our audited consolidated financial statements included in our Annual Report.

 

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Table of Contents

 

Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

 

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards table was paid or awarded to our named executive officers, are described above under “Compensation Discussion and Analysis.”

 

Outstanding Equity Awards at Fiscal Year-End

 

The table below sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2016.

 

Name

 

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

 

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

 

Option
Exercise
Price
($)

 

Option
Expiration
Date

 

Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#) (2)

 

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)

 

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#) (3)

 

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($) (1)

 

Daniel P. Hansen

 

235,000

 

 

9.75

 

2/13/21

 

161,183

 

2,583,763

 

249,656

 

4,001,986

 

Craig J. Aniszewski

 

 

 

 

 

60,266

 

966,064

 

92,942

 

1,489,860

 

Greg A. Dowell

 

 

 

 

 

41,333

 

662,568

 

68,982

 

1,105,781

 

Christopher R. Eng

 

 

 

 

 

17,207

 

275,828

 

26,498

 

424,763

 

Paul Ruiz

 

 

 

 

 

44,529

 

713,800

 

10,949

 

175,512

 

 


(1)         The closing sale price of our common stock on the NYSE on December 30, 2016, was $16.03.

 

(2)         Time-Based Shares.  Vesting dates for unvested time-based shares listed in the above table are as follows:

 

Vesting Date

 

Hansen

 

Aniszewski

 

Dowell

 

Eng

 

Ruiz

 

March 9, 2017

 

36,790

 

14,243

 

11,497

 

3,947

 

1,825

 

May 27, 2017

 

28,916

 

8,412

 

 

2,628

 

 

March 9, 2018

 

51,682

 

19,363

 

16,150

 

5,157

 

39,055

 

March 9, 2019

 

43,795

 

18,248

 

13,686

 

5,475

 

3,649

 

 

(3)         Performance-Based Shares.  Potential vesting dates for unvested performance-based shares listed in the above table are as follows:

 

Potential Vesting Date

 

Hansen

 

Aniszewski

 

Dowell

 

Eng

 

Ruiz

 

January 1, 2017

 

28,917

 

8,413

 

 

2,629

 

 

January 1, 2018

 

89,352

 

29,784

 

27,923

 

7,446

 

 

January 1, 2019

 

131,387

 

54,745

 

41,059

 

16,423

 

10,949

 

 

Based on the Company’s TSR exceeding the REIT Index in 2016, on January 1, 2017, the number of shares that vested for each executive was 28,917 for Mr. Hansen, 8,413 for Mr. Aniszewski, and 2,629 for Mr. Eng.

 

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Table of Contents

 

Option Exercises and Stock Vested

 

The following tables set forth information regarding option award exercising and stock vesting during 2016.

 

 

 

Option Awards

 

Stock Awards

 

Name

 

Number of Shares
Acquired on Exercise
(#)

 

Value Realized on
Exercise
($)

 

Number of Shares
Acquired on Vesting
(#)

 

Value Realized on
Vesting
($)

 

Daniel P. Hansen

 

 

 

139,146

 

1,625,627

 

Craig J. Aniszewski

 

37,684

 

1,003,450

 

35,513

 

415,148

 

Greg A. Dowell

 

 

 

4,654

 

53,754

 

Christopher R. Eng

 

 

 

12,374

 

144,068

 

Paul Ruiz

 

 

 

 

 

 

Employment Agreements

 

We entered into employment agreements, effective as of May 28, 2014, with Mr. Hansen, Mr. Aniszewski and Mr. Eng.  We entered into an employment agreement, effective as of October 1, 2014, with Mr. Dowell.  We also entered into an employment agreement, effective January 1, 2015, with Mr. Ruiz.  We believe that the terms of the employment agreements provide these executives with day-to-day employment stability, and enable them to properly focus their attention on their duties and responsibilities with the company, thereby promoting productivity.

 

Potential Payments Upon Termination or Change in Control

 

The table below reflects the amount of compensation that our named executive officers would be entitled to receive under their employment agreements.  The amounts shown assume that such termination was effective as of December 31, 2016, and are only estimates of the amounts that would be paid out to such executives upon termination of their employment.  The actual amounts to be paid out can only be determined at the time of such executive’s separation from the company.  In the event of a termination by the company for cause, or by the executive without good reason, including in connection with a change in control, such executive would not be entitled to any of the amounts reflected in the table and would only be entitled to the standard termination benefits provided under their employment agreement.

 

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Table of Contents

 

 

 

Termination Without
Cause or Voluntary
Termination for Good
Reason
(No Change in Control)

 

Termination Without
Cause or
Voluntary Termination
for Good Reason
(Change
in Control)

 

Death or
Disability(1)

 

Daniel P. Hansen

 

 

 

 

 

 

 

Cash Severance Payment(2)

 

6,687,500

 

6,687,500

 

 

Medical/Welfare Benefits(3)

 

22,600

 

22,600

 

 

Acceleration of Equity Awards(4)

 

6,585,749

 

6,585,749

 

6,585,749

 

Total(5)

 

13,295,849

 

13,295,849

 

6,585,749

 

Craig J. Aniszewski

 

 

 

 

 

 

 

Cash Severance Payment(2)

 

1,758,750

 

2,188,750

 

 

Medical/Welfare Benefits(3)

 

17,600

 

17,600

 

 

Acceleration of Equity Awards(4)

 

2,455,924

 

2,455,924

 

2,455,924

 

Total(5)

 

4,232,274

 

4,662,274

 

2,455,924

 

Greg A. Dowell

 

 

 

 

 

 

 

Cash Severance Payment(2)

 

1,575,000

 

1,950,000

 

 

Medical/Welfare Benefits(3)

 

21,600

 

21,600

 

 

Acceleration of Equity Awards(4)

 

1,768,349

 

1,768,349

 

1,768,349

 

Total(5)

 

3,364,949

 

3,739,949

 

1,768,349

 

Christopher R. Eng

 

 

 

 

 

 

 

Cash Severance Payment(2)

 

1,143,750

 

1,443,750

 

 

Medical/Welfare Benefits(3)

 

13,100

 

13,100

 

 

Acceleration of Equity Awards(4)

 

700,591

 

700,591

 

700,591

 

Total(5)

 

1,857,441

 

2,157,441

 

700,591

 

Paul Ruiz

 

 

 

 

 

 

 

Cash Severance Payment(2)

 

1,020,000

 

1,295,000

 

 

Medical/Welfare Benefits(3)

 

15,100

 

15,100

 

 

Acceleration of Equity Awards(4)

 

889,312

 

889,312

 

889,312

 

Total(5)

 

1,924,412

 

2,199,412

 

889,312

 

 


(1)         A termination of the executive officer’s employment due to death or disability entitles the executive officer to benefits under our life insurance and disability insurance plans.  In addition, outstanding stock awards that have not yet vested, immediately vest upon the executive officer’s termination of employment due to death or disability.

 

(2)         The amounts shown in this row do not include any accrued salary, earned but unpaid bonuses, accrued but unused vacation pay or the distribution of benefits from any tax-qualified retirement or 401(k) plan.  Those amounts are payable to our named executive officers upon any termination of their employment, including a termination with cause and a voluntary termination without good reason.

 

(3)         The amounts shown in this row are estimates of the cash payments to be made under the applicable employment agreement based on the annual premiums to be paid by us for health care, life and disability insurance, and other benefits, expected to be provided to each executive officer.

 

(4)         In the event of a change in control, stock awards granted in 2015 and prior years that have not yet vested would generally become fully vested regardless of whether the executive’s employment is terminated. In the event of a change in control, stock awards granted in 2016 that have not yet vested would only become fully vested if the stock award is not assumed by, or a substitute award granted by, the surviving entity and the executive remains continually employed until the change of control date. The table above assumes that all shares that have not yet vested on a change of control would become fully vested.

 

(5)         The employment agreements with our named executive officers do not provide an indemnification or gross-up payment for the parachute payment excise tax under Sections 280G and 4999 of the Code.  The employment agreements instead provide that the severance and any other payments or benefits that are treated as parachute payments under the Code will be reduced to the maximum amount that can be paid without an excise tax liability.  The parachute payments will not be reduced, however, if the executive will receive greater after-tax benefits by receiving the total or unreduced benefits (after taking into account any excise tax liability payable by the executive).  The amounts shown in the table assume that the executive officer will receive the total or unreduced benefits.

 

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AUDIT COMMITTEE REPORT

 

The Audit Committee (“Audit Committee”) of the Board of Directors (“Board”) of Summit Hotel Properties, Inc. (“Company”) oversees the Company’s financial reporting process on behalf of the Board, in accordance with the Audit Committee charter.  Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.  In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“Annual Report”), and discussed with management the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.  The Audit Committee also reviewed and discussed with management the Company’s year-end earnings release.

 

The Audit Committee reviewed with the independent registered public accountants, who are responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.  In addition, the Audit Committee has discussed with the independent registered public accountants the auditors’ independence, the matters required to be discussed by Statement on Auditing Standards No. 61, as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and discussed and received the written disclosures and the letter from the independent registered public accountants required by the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence.

 

The Audit Committee discussed with the Company’s independent registered public accountants the overall scope and plans for their audit.  The Audit Committee met four times in person and three times telephonically in 2016, with the independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.  The Audit Committee held meetings with management prior to the filing of each of the Company’s Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (“SEC”) and the release to the public of its quarterly earnings, and reviewed and discussed with management the Company’s Quarterly Reports on Form 10-Q and its quarterly earnings releases.

 

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited consolidated financial statements be included in the Company’s Annual Report.

 

The Audit Committee is also responsible for monitoring the Company’s procedures for compliance with the rules for taxation as a real estate investment trust under Sections 856-860 of the Internal Revenue Code of 1986 as amended (“Code”).  The Audit Committee determined that the Company was in compliance with the Code for 2016.

 

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting.  Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accountants.  Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.  Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that Ernst & Young, LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2016, was in fact “independent.”

 

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The Audit Committee has adopted a written charter that outlines certain specified responsibilities of the Audit Committee and complies with the rules of the SEC and the New York Stock Exchange (“NYSE”).

 

Each of the Audit Committee members is independent as defined by the NYSE listing standards and each member is financially literate.  The Board has identified Bjorn R. L. Hanson, Jeffrey W. Jones and Kenneth J. Kay as “audit committee financial experts” within the meaning of the SEC rules.

 

 

 

Audit Committee of the Board:

 

 

Jeffrey W. Jones (Chair)
Bjorn R. L. Hanson
Kenneth J. Kay
Thomas W. Storey
           , 2017

 

Fee Disclosure

 

The following is a summary of the fees billed to the Company by EY, the Company’s current independent registered public accounting firms for professional services rendered for the years ended December 31, 2016, and 2015:

 

 

 

Year Ended
December 31, 2016

 

Year Ended
December 31, 2015

 

Audit Fees

 

$

752,000

 

$

706,200

 

Audit-Related Fees

 

7,451

 

281,200

 

Tax Fees

 

60,000

 

62,000

 

All Other Fees

 

75,000

 

 

Total

 

$

894,451

 

$

1,049,400

 

 

Audit Fees

 

“Audit Fees” consist of fees and expenses billed for professional services rendered for the audit of the annual consolidated financial statements, review of the interim consolidated financial statements, review of registration statements, and the preparation of comfort letters and services that are normally provided by accountants in connection with statutory and regulatory filings or engagements.

 

Audit-Related Fees

 

“Audit-Related Fees” consist of fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not “Audit Fees.”

 

Tax Fees

 

“Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice and tax planning.  These services include assistance regarding federal and state tax compliance and tax planning and structuring.

 

All Other Fees

 

“All Other Fees” consist of fees and expenses for products and services that are not “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”

 

Pre-Approval Policy

 

All fees for audit, tax and other services provided to us are reviewed and pre-approved by the Audit Committee.  The Audit Committee concluded that the provision of such services by EY in 2016 were compatible with the maintenance of those firms’ independence in the conduct of their auditing functions.  All of the fees paid to EY in 2015 and 2016 that are described above were pre-approved by the Audit Committee.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth the beneficial ownership of our common stock, as of March 20, 2017, for each stockholder that is known by us to be the beneficial owner of more than five percent of our common stock based upon filings made with the SEC by such stockholders.  The percentages shown in this table have been calculated by us based on 93,811,172 shares of our common stock outstanding as of March 20, 2017.

 

Name of Beneficial Owner

 

Number of
Shares of
Common Stock
Beneficially Owned (1)

 

Percentage of
Common Stock
Beneficially Owned (2)

 

BlackRock, Inc. (3)

 

12,408,969

 

13.23%

 

The Vanguard Group, Inc.(4)

 

12,258,026

 

13.07%

 

Vanguard Specialized Funds — Vanguard REIT Index Fund (5)

 

6,630,300

 

7.07%

 

 


(1)         The number of shares of common stock beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.  The number of shares of our common stock held by the stockholders who filed statements of beneficial ownership pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D thereunder, as described in other footnotes to this table, is current as of the date of the filing of each such stockholder’s statement.

 

(2)         Percentages calculated on the basis of the amount of outstanding common stock, excluding securities held by or for the account of the Company or our subsidiaries, plus common stock deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

 

(3)         Based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”), with the SEC on January 17, 2017.  BlackRock had sole voting power over 12,172,346 shares and sole dispositive power over 12,408,969 shares.  BlackRock has its principal business office at 55 East 52nd St., New York, NY 10022.

 

(4)         Based on a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard Group”), with the SEC on February 10, 2017.  Vanguard Group has sole voting power over 207,725 shares, shared voting power over 99,173 shares, sole dispositive power over 12,060,080 shares and shared dispositive power over 197,946 shares.  Vanguard Fiduciary Trust Company (“VFTC”), a wholly owned subsidiary of Vanguard Group, is the beneficial owner of 98,773 shares as a result of VFTC serving as investment manager of collective trust accounts.  Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 208,125 shares as a result of VIA serving as investment manager of Australian investment offerings.  Vanguard Group has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

 

(5)         Based on a Schedule 13G/A filed by Vanguard Specialized Funds — Vanguard REIT Index Fund (“Vanguard Funds”), with the SEC on February 14, 2017.  Vanguard Funds has sole voting power over 6,630,300 shares.  Vanguard Funds has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

 

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Security Ownership of Management

 

The following table sets forth the beneficial ownership of our common stock as of March 20, 2017, for each of our named executive officers, each of our director/nominees and all of our executive officers and directors as a group.

 

Name of Beneficial Owner (1)

 

Number of
Shares
Beneficially
Owned

 

Percentage
of All
Shares (2)

 

Daniel P. Hansen(3)

 

801,708

 

*

 

Craig J. Aniszewski(4)

 

323,657

 

*

 

Greg A. Dowell(4)

 

162,542

 

*

 

Christopher R. Eng(4)

 

82,446

 

*

 

Paul Ruiz(4)

 

67,614

 

*

 

Bjorn R. L. Hanson

 

35,067

 

*

 

Thomas W. Storey

 

85,217

 

*

 

Kenneth J. Kay

 

21,639

 

*

 

Jeffrey W. Jones

 

21,639

 

*

 

All directors and executive officers as a group (9 persons)

 

1,601,529

 

1.71%

 

 


*Represents less than one percent of the outstanding shares of common stock.

 

(1)         Unless otherwise indicated in the following footnotes, each person has sole voting and investment power with respect to all of the shares of common stock shown as beneficially owned by such person.  The address of each named person is c/o Summit Hotel Properties, Inc., 12600 Hill Country Boulevard, Suite R-100, Austin, Texas 78738.

 

(2)         Based on shares of our common stock issued and outstanding as of March 20, 2017.  The total number of shares of our common stock outstanding used in calculating this percentage assumes that all shares of our common stock that each person has the right to acquire within 60 days of March 20, 2016, (pursuant to the exercise of stock options or upon the redemption of common units) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.

 

(3)         Includes (i) 235,000 shares of our common stock issuable upon the exercise of stock options granted to Mr. Hansen upon completion of our initial public offering and (ii) unvested restricted shares of our common stock issued under our Equity Incentive Plan.  No shares noted herein are pledged as security.

 

(4)         Includes unvested restricted shares of our common stock issued under our Equity Incentive Plan. No shares noted herein are pledged as security.

 

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RELATED PARTY TRANSACTIONS

 

Related Party Transaction Policy

 

We have adopted a written policy for the review and approval of related person transactions requiring disclosure under Item 404(a) of Regulation S-K.  This policy provides that the Nominating and Corporate Governance Committee is responsible for reviewing and approving or disapproving all interested transactions, meaning any transaction, arrangement or relationship in which (i) the amount involved may be expected to exceed $120,000 in any fiscal year, (ii) our company or one of our subsidiaries will be a participant and (iii) a related person has a direct or indirect material interest.  A related person is defined as an executive officer, director or nominee for election as director, or a greater than 5% beneficial owner of our common stock, or an immediate family member of the foregoing.  The policy may deem certain interested transactions to be pre-approved.

 

Related Party Transactions

 

There were no related party transactions in 2016.

 

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OTHER INFORMATION

 

Discretionary Voting Authority

 

We do not anticipate that any matter other than the proposals set out in this proxy statement will be raised at the Annual meeting.  If any other matters are properly presented at the Annual meeting, the persons named as proxies will have discretion to vote on those matters according to their discretion.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers and directors, and any person who owns more than ten percent of our common stock, to file with the SEC initial reports of beneficial ownership and certain changes in that beneficial ownership, with respect to our equity securities.  We prepare and file these reports on behalf of our directors and executive officers.  During 2016, all Section 16(a) reporting requirements applicable to our directors and executive officers were satisfied, except Mr. Aniszewski amended a Form 4 previously filed on February 15, 2011, to report options granted to Mr. Aniszewski at the time of our initial public offering, which were inadvertently omitted from such original Form 4 and Mr. Hansen filed a Form 5 to report options granted to Mr. Hansen at the time of our initial public offering, which were inadvertently not reported at the time of our initial public offering.

 

Stockholder Proposals and Director Nominations for the 2018 Annual Meeting of Stockholders

 

Requirements for Proposals to be Considered for Inclusion in Proxy Materials

 

Stockholders interested in submitting a proposal for inclusion in the proxy materials for our 2018 Annual meeting of Stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act.  To be eligible for inclusion in our proxy statement, stockholder proposals must be received no later than December 6, 2017, the date 120 calendar days before the first anniversary of the date of this proxy statement and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials.  If we change the date of the 2018 Annual meeting of Stockholders by more than 30 days from the anniversary of this year’s meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2018 Annual meeting of Stockholders.  Proposals should be mailed to our Secretary at the following address:

 

Summit Hotel Properties, Inc.
12600 Hill Country Boulevard, Suite R-100
Austin, Texas 78738
Attention: Secretary

 

Requirements for Proposals Not Intended for Inclusion in Proxy Materials; Director Nominations

 

Stockholders who wish to nominate persons for election to the Board at the 2018 annual meeting of stockholders or who wish to present a proposal at the 2018 annual meeting of stockholders, but whose stockholder proposal will not be included in the proxy materials we distribute for such meeting, must deliver written notice of the nomination or proposal to our Secretary no earlier than November 6, 2017 and no later than December 6,  2017 (provided, however, that if the 2018 annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of this year’s meeting, nominations and proposals must be received no earlier than the 150th day prior to the date of the 2018 annual meeting of stockholders and no later than the later of the 120th day prior to the date of the 2018 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2018 annual meeting of stockholders is first made).  The stockholder’s written notice must include certain information concerning the stockholder and each nominee as specified in our Bylaws.  If a stockholder’s written notice is not received between the dates specified above and does not satisfy these additional informational requirements, the notice will not be considered properly submitted and will not be acted upon at the 2018 annual meeting of stockholders.

 

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A stockholder’s written notice should be sent to our Secretary at the following address:

 

Summit Hotel Properties, Inc.
12600 Hill Country Boulevard, Suite R-100
Austin, Texas 78738
Attention: Secretary

 

Requests for Annual Report

 

A copy of our Annual Report, including the consolidated financial statements and the financial statement schedules, may be obtained at our website at www.shpreit.com.  If you would like to receive a complimentary copy of our Annual Report, please submit a written request to:

 

Summit Hotel Properties, Inc.
12600 Hill Country Boulevard, Suite R-100
Austin, Texas 78738
Attention: Investor Relations

 

 

 

BY ORDER OF THE BOARD OF DIRECTORS

 

 

 

 

 

 

 

 

 

 

Christopher Eng

 

 

Executive Vice President, General Counsel

 

 

Chief Risk Officer and Secretary

 

Austin, Texas

          , 2017

 

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APPENDIX A

 

SUMMIT HOTEL PROPERTIES, INC.

 

ARTICLES OF AMENDMENT

 

SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST:  Section 5.1 of Article V of the Articles of Amendment and Restatement of the Corporation filed on February 4, 2011 (the “Charter”) is hereby amended by deleting the last paragraph of such Section 5.1 in its entirety.

 

SECOND:  The amendment to the Charter as set forth above has been duly approved and advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation in the manner and by the vote required by law.

 

THIRD:  The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer of the Corporation acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and witnessed by its Executive Vice President, General Counsel, Chief Risk Officer and Secretary on                , 2017.

 

WITNESS:

 

SUMMIT HOTEL PROPERTIES, INC.

 

 

 

 

 

 

By:

 

 

By:

 

 

Christopher Eng

 

 

Daniel P. Hansen

 

Executive Vice President, General Counsel,

 

 

President and Chief Executive Officer

 

Chief Risk Officer and Secretary

 

 

 

 

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VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. SUMMIT HOTEL PROPERTIES, INC. 12600 HILL COUNTRY BLVD R-100 AUSTIN TX, 78738 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Daniel P. Hansen 02 Bjorn R.L. Hanson 03 Jeffrey W. Jones 04 Kenneth J. Kay 05 Thomas W. Storey The Board of Directors recommends you vote FOR proposals 2, 3 and 4. 2. Ratify the appointment of ERNST & YOUNG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. For Against Abstain 3. Approve an advisory (non-binding) resolution on executive compensation. 4. Approve a charter amendment to repeal the Company’s election to be subject to Section 3-804(c) of the Maryland General Corporation Law. NOTE: The proxies are authorized to vote in their discretion upon such other business as may properly be brought before the Annual Meeting and at any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. 0000203533_1 Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date

 


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, 10K/Annual Report is/are available at www.proxyvote.com . SUMMIT HOTEL PROPERTIES, INC. Annual Meeting of Stockholders May 18, 2017 8:00 AM CENTRAL This proxy is solicited by the Board of Directors The stockholder (the “Stockholder”) of SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Company"), hereby appoints Daniel P. Hansen and Christopher R. Eng, or either of them, as proxies, each with the power to appoint his substitute, to attend the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:00 AM, CENTRAL TIME on May 18, 2017, at the Hampton Inn & Suites located at 200 San Jacinto Blvd, Austin, Texas 78701, and at any adjournments or postponements thereof, to cast on behalf of the Stockholder all the votes that the Stockholder is entitled to cast at the Annual Meeting and to otherwise represent the Stockholder at the Annual Meeting. The Stockholder hereby acknowledges receipt of the Notice of the Annual Meeting and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. The votes entitled to be cast by the Stockholder will be cast in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof. Continued and to be signed on reverse side 0000203533_2