Summit Hotel Properties (INN) investors approve board, auditor and executive pay package

Rhea-AI Filing Summary

Summit Hotel Properties, Inc. reported the results of its Annual Meeting of Stockholders. A total of 93,766,794 common shares were represented in person or by proxy, equal to 86.18% of shares outstanding as of the March 6, 2026 record date, indicating strong participation. Stockholders elected eight directors to the board, each to serve until the 2027 annual meeting and until a successor is duly elected and qualified. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 93,766,794 shares Quorum percentage: 86.18% Auditor ratification votes for: 93,403,656 votes +3 more

6 metrics

Shares represented 93,766,794 shares Common stock represented at Annual Meeting; 86.18% of outstanding

Quorum percentage 86.18% Percent of outstanding common shares represented as of March 6, 2026 record date

Auditor ratification votes for 93,403,656 votes Votes for ratifying Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 344,623 votes Votes against ratifying Ernst & Young LLP

Say-on-pay votes for 86,318,666 votes Votes for advisory approval of named executive officer compensation

Say-on-pay broker non-votes 6,836,587 votes Broker non-votes on advisory compensation proposal

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, advisory (non-binding) resolution, +1 more

5 terms

Annual Meeting of Stockholders financial

"On May 20, 2026, Summit Hotel Properties, Inc. held its Annual Meeting of Stockholders (the “Annual Meeting”)."

broker non-votes financial

"Name | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) resolution financial

"To approve an advisory (non-binding) resolution approving the compensation of the Company’s named executive officers."

named executive officers financial

"stockholders approved, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): May 20, 2026

SUMMIT HOTEL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland			001-35074			27-2962512
(State or other jurisdiction			(Commission File Number)			(I.R.S. Employer Identification No.)
of incorporation or organization)

13215 Bee Cave Parkway, Suite B-300

Austin, TX  78738

(Address of Principal Executive Offices) (Zip Code)

(512) 538-2300

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

INN

New York Stock Exchange

Series E Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PE

New York Stock Exchange

Series F Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

☐    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On May 20, 2026, Summit Hotel Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 93,766,794 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 86.18% of the outstanding shares of common stock on March 6, 2026, the record date for the Annual Meeting.

The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

Proposal 1: To elect eight directors to the Company’s Board of Directors.

Name						For						Against						Abstain						Broker Non-Votes
Bjorn R. L. Hanson						85,420,896						1,488,545						20,766						6,836,587
Jeffrey W. Jones						86,577,158						327,989						25,060						6,836,587
Kenneth J. Kay						86,400,029						505,118						25,060						6,836,587
Mehulkumar B. Patel						85,161,462						1,758,097						10,648						6,836,587
Amina Belouizdad Porter						85,927,871						972,445						29,891						6,836,587
Jonathan P. Stanner						86,578,936						330,504						20,767						6,836,587
Thomas W. Storey						85,715,241						1,189,905						25,061						6,836,587
Hope S. Taitz						84,046,485						2,582,862						300,860						6,836,587

All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the Company’s 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.

Proposal 2: To ratify the appointment of Ernst & Young LLP.

For						Against						Abstain						Broker Non-Votes
93,403,656						344,623						18,515						—

At the Annual Meeting, stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 3: To approve an advisory (non-binding) resolution approving the compensation of the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
86,318,666						595,598						15,943						6,836,587

At the Annual Meeting, stockholders approved, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SUMMIT HOTEL PROPERTIES, INC.
Date: May 21, 2026			By:			/s/ Christopher R. Eng
						Christopher R. Eng Executive Vice President, General Counsel, Chief Risk Officer and Secretary

FAQ

What did Summit Hotel Properties (INN) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing eight directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving an advisory, non-binding resolution on named executive officer compensation. All three proposals received sufficient support to pass.

How many INN shares were represented at the Summit Hotel Properties 2026 annual meeting?

A total of 93,766,794 common shares were represented in person or by proxy, constituting 86.18% of outstanding common shares as of the March 6, 2026 record date. This level of turnout indicates broad stockholder participation in the meeting.

Were all director nominees elected to the Summit Hotel Properties (INN) board?

Yes, all eight nominees listed— including Bjorn R. L. Hanson, Jeffrey W. Jones, and Jonathan P. Stanner—were duly elected. Each will serve until the 2027 annual meeting of stockholders and until a successor is duly elected and qualified.

Did Summit Hotel Properties (INN) stockholders ratify Ernst & Young LLP as auditor?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 93,403,656 votes for, 344,623 against, and 18,515 abstentions, and no broker non-votes recorded.

How did INN stockholders vote on executive compensation at Summit Hotel Properties?

Stockholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers. The vote totaled 86,318,666 shares for, 595,598 against, and 15,943 abstentions, with 6,836,587 broker non-votes reported on this proposal.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 30.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.5 KB