FelCor Announces Corporate Governance Enhancements
02 Novembro 2016 - 6:01PM
Business Wire
FelCor Lodging Trust Incorporated (NYSE: FCH) today announced
that its Board of Directors (the “Board”) has approved and
implemented several stockholder-friendly corporate governance
initiatives. The initiatives follow the Board’s ongoing review of
evolving corporate governance practices and investor preferences,
as well as discussions with various institutional stockholders.
“Today’s announcement underscores FelCor’s ongoing commitment to
high standards of corporate governance, corporate ethics and
shareholder engagement,” said Christopher J. Hartung, FelCor’s Lead
Director and governance committee chair. “We strongly believe that
regularly reviewing our corporate governance and soliciting open
and constructive feedback from our stockholders supports our
efforts to build long-term shareholder value.”
The initiatives include:
- Amending and restating FelCor’s 2014
Equity Compensation Plan to impose minimum vesting and post-vesting
holding periods and to prohibit cash buyouts of underwater
options
- Adding a new section to FelCor’s Bylaws
to provide proxy access to director candidates nominated by
shareholders that meet certain ownership thresholds and satisfy
other criteria
- Amending FelCor’s Bylaws to delete a
section that had reserved for the Board the exclusive power to
amend FelCor’s Bylaws (stockholders will be able to propose binding
amendments to FelCor’s Bylaws assuming they approve a corresponding
charter amendment at next year’s annual meeting)
- Amending FelCor’s Corporate Governance
Guidelines to, among other things, provide for annual individual
director reviews and principles for evaluating and managing
individual and average director tenure
- Adopting a Lead Director Charter to
formalize and further clarify the robust function, authority and
responsibilities of FelCor’s Lead Director
- Amending FelCor’s Insider Trading and
Disclosure Policy to add a comprehensive anti-hedging policy and
clarifying language regarding Regulation FD compliance.
Detailed descriptions of each of the initiatives can be found in
a current report on Form 8-K to be filed today with the Securities
and Exchange Commission.
The actions announced today are in addition to several
recently-implemented actions taken by the Company to strengthen its
corporate governance and accountability, including: declassifying
the Board and permitting annual election of all directors, reducing
the threshold for FelCor’s stockholders to call a special meeting
of stockholders, and modifying FelCor’s executive compensation
program to emphasize pay-for performance, among others.
About FelCor
FelCor, a real estate investment trust, owns a diversified
portfolio of primarily upper-upscale and luxury hotels that are
located in major and resort markets throughout the U.S. FelCor
partners with top hotel companies to operate its properties under
globally renowned names and as premier independent hotels.
Additional information can be found on the Company's website at
www.felcor.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20161102006639/en/
FelCor Lodging Trust IncorporatedAbi Salami,
972-444-4967Manager, Investor Relationsasalami@felcor.com
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