Business Context and Reporting Period
This Form 8-K filing by Apple REIT Nine, Inc. (Apple Hospitality REIT, Inc.) reports on the Annual Meeting of Shareholders held on May 12, 2011. The filing addresses the submission of matters to a vote of security holders under Item 5.07.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Voting Results
Shareholders voted on four primary matters at the Annual Meeting:
- Approval of Minutes: Shareholders approved the minutes from the May 6, 2010 meeting with 182,095,251 votes FOR, 0 AGAINST, and 76,808 ABSTAIN.
- Election of Directors: Glade M. Knight was elected with 48,407,162 votes FOR, 1,575,317 WITHHELD, and 132,189,580 BROKER NON-VOTES.
- Executive Compensation (Say-on-Pay): The advisory resolution to approve compensation was approved with 44,091,657 votes FOR, 3,762,004 AGAINST, 2,128,818 ABSTAIN, and 132,189,580 BROKER NON-VOTES.
- Frequency of Future Votes: Shareholders voted to hold future advisory votes on compensation annually. The vote was 43,953,317 for 1 YEAR, 2,272,612 for 2 YEARS, 2,237,410 for 3 YEARS, 1,519,140 ABSTAIN, and 132,189,580 BROKER NON-VOTES.
Guidance, Outlook, and Management Commentary
Based on the voting results, the Company will hold an annual advisory vote on the compensation of named executive officers. The Board of Directors may decide to hold the next shareholder advisory vote on the frequency of these votes at least once every six years. No financial guidance or risk contingencies were disclosed in this filing.
Important Facts for Investors to Verify
- Confirmation that Glade M. Knight remains the Chief Executive Officer and a director following the election.
- Verification of the significant number of broker non-votes (132,189,580) across director and compensation matters.
- Confirmation that the company has committed to annual "say-on-pay" votes for the foreseeable future.