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FCH > SEC Filings for FCH > Form 8-K on 31-Oct-2012All Recent SEC Filings

Show all filings for FELCOR LODGING TRUST INC

Form 8-K for FELCOR LODGING TRUST INC


31-Oct-2012

Change in Directors or Principal Officers, Amendments to Articles of Inc


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

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.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
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."

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.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit
3.1 Amended and Restated Bylaws of FelCor Lodging Trust Incorporated.


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