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

As described in Item 5.07 below, at the Company's annual meeting of stockholders held on May 21, 2020 (the "Annual Meeting"), the Company's stockholders approved the Second Amended and Restated 2016 Equity Compensation Plan (the "Equity Compensation Plan"), which amended and restated the predecessor Amended and Restated 2016 Equity Compensation Plan to increase by 425,000 the total number of shares of common stock ("Common Shares") available for grant under the plan and extended the term of the plan until May 21, 2030, the tenth anniversary of our Annual Meeting.

A copy of the Equity Compensation Plan was included as Annex A to the Company's proxy statement for the Annual Meeting, which proxy statement was filed with the Securities and Exchange Commission (the "SEC"), on April 2, 2020, and is available at the SEC's website at www.sec.gov. The terms and conditions of the Equity Compensation Plan and information pertaining to certain participants in the Equity Compensation Plan are described in detail in that proxy statement. The foregoing description of the Equity Compensation Plan is qualified in its entirety by the terms of the Equity Compensation Plan. A copy of the Equity Compensation Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.




Item 5.07.     Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on the election of Jonathan M. Pertchik as a Managing Director in Class I of the Board of Directors (the "Board") for a three year term of office continuing until the Company's 2023 annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Pertchik received the following votes:





    For         Withhold       Broker Non-Votes
  4,710,261       117,207           1,867,975

The Company's stockholders also voted on the election of Joseph L. Morea as an Independent Director in Class I of the Board for a three year term of office continuing until the Company's 2023 annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Morea received the following votes:





    For          Withhold        Broker Non-Votes
  3,395,634       1,431,834           1,867,975

The Company's stockholders also voted on the approval of the Second Amended and Restated 2016 Equity Compensation Plan. This proposal received the following votes:





    For          Against      Abstain       Broker Non-Votes
  4,480,315       283,157       63,996           1,867,975

The Company's stockholders also ratified the appointment of RSM US LLP as the Company's independent auditors to serve for the 2020 fiscal year. This proposal received the following votes:





    For         Against      Abstain      Broker Non-Votes
  6,572,258       38,598       84,587              N/A

The results reported above are final voting results.




Item 8.01.     Other Events.



Director Compensation

Also on May 21, 2020, the Company updated its Director compensation arrangements. A summary of the Company's currently effective Director compensation arrangements is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Consistent with the Company's Director compensation arrangements, on May 21, 2020, the Company awarded each of the Company's Directors 3,000 Common Shares, valued at $11.10 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.





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Item 9.01.     Financial Statements and Exhibits.



(d)      Exhibits



             TravelCenters of America Inc. Second Amended and Restated 2016 Equity
    10.1   Compensation Plan

    10.2     Summary of Director Compensation




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