Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2021, Extended Stay America, Inc. (the "Company"), and its paired
share Real Estate Investment Trust, ESH Hospitality, Inc. ("Hospitality" and
together with the Company, the "Paired Entities"), held their respective special
meetings of shareholders (each a "Special Meeting" and together, the "Special
Meetings") to consider certain proposals related to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 14, 2021, with Eagle Parent
Holdings L.P., a Delaware limited partnership ("Parent"), Eagle Merger Sub 1
Corporation, a Delaware corporation and wholly owned subsidiary of Parent
("MergerCo 1"), and Eagle Merger Sub 2 Corporation, a Delaware corporation and
wholly owned subsidiary of MergerCo 1, as amended on May 31, 2021 and as may be
further amended or supplemented from time to time.
As of the close of business on April 19, 2021, the record date for the Company's
Special Meeting, there were 177,724,224 shares of the Company's common stock,
par value $0.01 per share (the "Company Common Stock"), outstanding, each of
which was entitled to one vote with respect to each proposal at the Company's
Special Meeting. At the Company's Special Meeting, a total of 152,531,293 shares
of Company Common Stock, representing approximately 86% of the outstanding
shares of Company Common Stock entitled to vote, were present virtually or by
proxy, constituting a quorum to conduct business.
As of the close of business on April 19, 2021, the record date for Hospitality's
Special Meetings, there were 250,493,583 shares of Hospitality class A common
stock, par value $0.01 per share (the "Hospitality Class A Common Stock"),
outstanding, and 177,730,773 shares of Hospitality class B common stock, par
value $0.01 per share (together with the Hospitality Class A Common Stock, the
"Hospitality Common Stock"), outstanding, each of which was entitled to one
vote, voting together as one class, with respect to each proposal at
Hospitality's Special Meeting. At Hospitality's Special Meeting, a total of
362,376,087 shares of Hospitality Common Stock, representing approximately 85%
of the outstanding shares of Hospitality Common Stock entitled to vote, were
present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meetings, the proposals described below were considered, each of
which is further described in the Paired Entities' joint definitive proxy
statement filed with the U.S. Securities and Exchange Commission ("SEC") and
first mailed to the Paired Entities' shareholders on or about April 26, 2021, as
supplemented by the Paired Entities' supplemental proxy statement filed with the
SEC and first mailed to the Paired Entities' shareholders on or about June 2,
2021, and as each may be amended or supplemented from time to time.
The final voting results for each proposal at each of the Special Meetings are
set forth below.
1. Proposal to adopt the Merger Agreement and approve the mergers and the
other transactions contemplated by the Merger Agreement:
Results from the Company's Special Meeting:
For Against Abstain Broker Non-Votes
99,133,469 51,502,123 1,895,700 -
Results from Hospitality's Special Meeting:
For Against Abstain Broker Non-Votes
306,388,890 53,973,156 2,014,041 -
Proposal 1 was approved by the Paired Entities' shareholders, as the number of
votes in favor of Proposal 1 at each Special Meeting constituted the affirmative
vote of holders of a majority of the votes of the Paired Entities' outstanding
shares of Company Common Stock or Hospitality Common Stock, as applicable,
entitled to be cast on the matter.
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2. Proposal to approve, on a
non-binding
and advisory basis, the compensation that may be paid or become payable
to the Paired Entities' named executive officers that is based on or
otherwise relates to the mergers and the other transaction contemplated
by the Merger Agreement:
Results from the Company's Special Meeting:
For Against Abstain Broker Non-Votes
67,362,621 83,179,756 1,988,895 -
Results from Hospitality's Special Meeting:
For Against Abstain Broker Non-Votes
274,894,218 85,306,886 2,174,983 -
Proposal 2 was not approved on a
non-binding
and advisory basis by the Company's shareholders, as the number of votes against
Proposal 2 constituted the affirmative vote of a majority of the votes of the
Company's outstanding shares of Company Common Stock cast on the matter.
Proposal 2 was approved on a
non-binding
and advisory basis by the Hospitality's shareholders, as the number of votes in
favor Proposal 2 constituted the affirmative vote of a majority of the votes of
Hospitality's outstanding shares of Hospitality Common Stock cast on the matter.
3. Proposal to approve any adjournment of the Company's Special Meeting for
the purpose of soliciting additional proxies if there are not sufficient
votes at the Company's Special Meeting to adopt the Merger Agreement and
approve the mergers and the other transactions contemplated by the Merger
Agreement:
Results from the Company's Special Meeting:
For Against Abstain Broker Non-Votes
92,247,796 58,325,205 1,958,292 -
Proposal 3 was approved by the Company's shareholders, as the number of votes in
favor of Proposal 3 constituted the affirmative vote of a majority of the votes
of the Company's outstanding shares of Company Common Stock cast on the matter.
Subject to the satisfaction or waiver of all the conditions to the consummation
of the mergers as set forth in the Merger Agreement, the mergers are expected to
be completed by June 16, 2021.
Item 8.01 Other Events.
On June 11, 2021, the Paired Entities issued a press release regarding the
preliminary voting results of the Special Meetings, pursuant to which the
shareholders of the Paired Entities adopted the Merger Agreement and approved
the mergers and the other transaction contemplated by the Merger Agreement. A
copy of the press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description of Document
99.1 Press Release of the Paired Entities, dated June 11, 2021
104 Cover Page Interactive Data File embedded within the Inline XBRL document.
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