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FCH > SEC Filings for FCH > Form 8-K on 19-May-2014All Recent SEC Filings

Show all filings for FELCOR LODGING TRUST INC

Form 8-K for FELCOR LODGING TRUST INC


19-May-2014

Submission of Matters to a Vote of Security Holders


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of FelCor Lodging Trust Incorporated, or the Company, was held on May 19, 2014. As of our record date for the annual meeting, March 26, 2014, we had 124,185,690 shares of common stock outstanding and entitled to vote. At the annual meeting, 115,775,922 shares, or approximately 93% of the eligible voting shares, were represented either in person or by proxy.
At the meeting, the stockholders voted on the following items:
1. Proposal 1: to elect four nominees to serve as Class II members of the Board of Directors to hold office until the 2017 annual meeting of stockholders and until their successors are elected and qualified. The nominees were elected, with shares voted as follows:

                            For         Against           Withhold/Abstain         Broker Non-Votes
Thomas J. Corcoran, Jr. 88,498,193     4,310,139           242,556                    22,725,034
Robert F. Cotter        91,847,811      957,621            245,456                    22,725,034
Thomas C. Hendrick      91,851,086      957,246            242,556                    22,725,034
Mark D. Rozells         88,442,023     4,336,804           272,060                    22,725,035

2. Proposal 2: to approve the Company's 2014 Equity Compensation Plan. This proposal was approved as follows:

For Against Withhold/Abstain Broker Non-Votes 90,231,531 2,693,272 126,080 22,725,039

3. Proposal 3: non-binding advisory vote on the 2013 compensation of the Company's named executive officers. This proposal was approved, on a advisory basis, as follows:

For Against Withhold/Abstain Broker Non-Votes 90,993,461 1,891,374 166,049 22,725,038

4. Proposal 4: to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014. This proposal was approved as follows:

For Against Withhold/Abstain 112,626,837 2,858,217 290,868

5. Proposal 5: non-binding advisory vote on a stockholder proposal to declassify the Board of Directors, with shares voted as follows:

For Against Withhold/Abstain Broker Non-Votes 72,791,767 18,474,475 1,784,645 22,725,035


Our Board of Directors will consider the results of the non-binding vote on the stockholder proposal to declassify the Board of Directors. As discussed in our 2014 Notice of Annual Meeting and Proxy Statement, our classified Board of Directors is established by a provision in our charter that can only be amended by the affirmative vote of not less than 75% of the outstanding shares entitled to vote generally in the election of directors. In this instance, the 72,791,767 shares voted for the proposal only account for 58.8% of the 124,185,690 outstanding shares entitled to vote in the election of directors, well below the required threshold to amend our charter, indicating a substantial lack of stockholder interest in declassifying our Board of Directors. After we discuss this vote and any other relevant considerations with our stockholders, our Board of Directors will determine the appropriate course of action.


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