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| FCH > SEC Filings for FCH > Form 8-K on 31-Oct-2012 | All Recent SEC Filings |
31-Oct-2012
Change in Directors or Principal Officers, Amendments to Articles of Inc
On October 30, 2012, the Board of Directors (the "Board") of FelCor Lodging Trust Incorporated ("FelCor") appointed Christopher J. Hartung as a Class I director, effective October 31, 2012, thereby increasing the size of the Board to eleven members. Mr. Hartung had been previously elected to serve as a member of the Board by the holders of FelCor's preferred stock, who had been entitled to elect two directors after FelCor had at least six quarterly dividends in arrears that remained unpaid. On October 30, 2012, the Board directed management to set aside funds for payment of the current quarterly dividends payable to holders of FelCor's preferred stock, and on October 31, 2012, FelCor paid all remaining accrued preferred dividends. At that time, the Board service of the two directors previously elected by FelCor's preferred stockholders automatically concluded, to the extent they were elected thereby. Mr. Hartung will also serve on FelCor's Audit Committee.
Year.
On October 30, 2012, the Board amended and restated FelCor's bylaws (FelCor's
"Bylaws"). In particular, the Board eliminated provisions contained in Section
3.1(a) of FelCor's Bylaws that had imposed age limits as a disqualification for
service as a director and amended Section 3.1(a) in its entirety to read as
follows:
"(a) Subject to the provisions set forth in the Charter, the number
of directors shall be fixed in such manner as may be
determined by the vote of a majority of the directors then in
office. The directors of the corporation shall be classified
as set forth in the Charter and the directors of each such
class shall be elected and qualified at the annual meeting of
stockholders held for the same year in which the term of such
class expires as set forth in the Charter. A majority of the
directors may elect from its members a Chairman. The Chairman,
if any, shall hold this office until his successor shall have
been elected."
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In addition, FelCor's Bylaws were also amended to make certain other technical corrections to the sections of the Bylaws involving stockholder's notices, inspectors of elections, and notices. The foregoing summary is qualified in its entirety by reference to FelCor's Amended and Restated Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K.
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