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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 29, 1997
----------------
Date of Report (Date of Earliest Event Reported)
EQUITY INNS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Tennessee 62-1550848 34-O-23290
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
</TABLE>
4735 Spottswood, Suite 102, Memphis, Tennessee 38117
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(Address of Principal Executive Offices) (Zip Code)
(901) 761-9651
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The 1997 annual meeting of shareholders (the "Annual Meeting") of Equity Inns,
Inc. (the "Company") was held on Tuesday, April 29, 1997 for the Company's
shareholders to take action on each of three proposals: (i) to elect Joseph W.
McLeary as Class III director, to serve on each of the Board of Directors until
the Company's annual meeting of shareholders in 2000 or until his successor has
been duly elected and qualified ("Proposal One"); (ii) to consider and vote upon
a proposal to amend Article 14 of the Company's Amended and Restated Charter
(the "Charter") to provide, in effect, that nothing contained therein will
prohibit the settlement of any transaction entered into through the facilities
of any national securities exchange registered under the Securities Exchange Act
of 1934 (the "Exchange Act") or on the national market system of a national
securities association registered under the Exchange Act ("Proposal Two"); and
(iii) to consider and vote upon a proposal to amend the Company's 1994 Stock
Incentive Plan (the "1994 Plan") to increase the maximum aggregate number of
shares of Common Stock that may be issued under the 1994 Plan pursuant to awards
of restricted stock and in full or partial settlement of awards of performance
shares from 100,000 to 350,000 ("Proposal Three").
Each of Proposal Two and Proposal Three was approved by the Board of Directors
on March 5, 1997. A copy of the proposed amendment to Article 14 of the Charter
was filed with the Securities and Exchange Commission (the "Commission") as an
exhibit to the Company's definitive proxy statement for the Annual Meeting,
which was filed with the Commission on March 28, 1997.
A total of 21,802,352 shares, or approximately 92% of the Company's outstanding
shares of Common Stock entitled to vote at the Annual Meeting, was present, in
person or by proxy, at the Annual Meeting. With respect to Proposal One, a
plurality of the votes cast in favor of the nominee was required for election of
the nominee as director. Mr. McLeary received the required plurality of the
votes and was elected as Class III director. With respect to Proposal Two and
Proposal Three, approval of each proposal required the votes cast in favor of
such proposal to exceed the votes cast in opposition to such proposal. Both
Proposal Two and Proposal Three received the required approval of the
shareholders.
The breakdown of the votes case by the shareholders or each proposal was as
follows:
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<CAPTION>
Withheld/ Broker
For Against Abstain Non-Votes Total
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<S> <C> <C> <C> <C> <C>
Proposal One 21,681,351 121,001 N/A N/A 21,802,352
Proposal Two 21,017,947 136,257 202,185 445,963 21,802,352
Proposal Three 20,612,572 874,946 314,834 N/A 21,802,352
</TABLE>
Following the Annual Meeting, the Company filed Articles of Amendment to the
Charter with the Secretary of State of the State of Tennessee on May 2, 1997,
reflecting the adoption of Proposal Two. A copy of the Articles of Amendment to
the Charter of the Company as filed with the Tennessee Secretary of State is
attached hereto as Exhibit 3.1.
2
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ITEM 7. EXHIBITS.
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<S> <C>
3.1* Third Articles of Amendment to the Amended and Restated Charter of
Equity Inns, Inc.
10.1** Equity Inns, Inc. 1994 Stock Incentive Plan
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* Filed herewith.
** Incorporated by reference to Exhibit 10.29(a) to the Company's Registration
Statement on Form S-11 (Registration No. 33-80318).
3
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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 hereunto duly authorized.
EQUITY INNS, INC.
May 13, 1997 /s/ Howard A. Silver
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Howard A. Silver
Vice President of Finance,
Secretary, Treasurer and
Chief Financial Officer
4
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EXHIBIT INDEX
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<S> <C>
3.1* Third Articles of Amendment to the Amended and Restated Charter of
Equity Inns, Inc.
10.1** Equity Inns, Inc. 1994 Stock Incentive Plan
</TABLE>
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* Filed herewith.
** Incorporated by reference to Exhibit 10.29(a) to the Company's Registration
Statement on Form S-11 (Registration No. 33-80318).
5
<PAGE>
EXHIBIT 3.1
THIRD ARTICLES OF AMENDMENT
TO THE AMENDED AND RESTATED CHARTER
OF
EQUITY INNS, INC.
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To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business
Corporation Act, the undersigned Tennessee corporation adopts the following
amendments to its amended and restated charter (the "Charter").
1. The name of the corporation is Equity Inns, Inc.
2. The text of the amendments adopted to the Charter are as follows:
(a) Article 14 of the Charter is hereby amended by adding the
following paragraph (k), providing in its entirety as follows:
(k) Securities Exchange Transactions. Nothing in this Article 14
or this Charter shall prohibit the settlement of any
transaction entered into through the facilities of any
national securities exchange registered under the Securities
Exchange Act of 1934 (the "Exchange Act") or of the national
market system of a national securities association
registered under the Exchange Act. The immediately preceding
sentence shall not limit the authority of the Board of
Directors to take any and all actions it deems necessary or
advisable to protect the corporation and the interests of
its shareholders in preserving the Corporation's status as a
REIT, so long as such actions to not prohibit the settlement
of any transactions entered into through the facilities of
any national securities exchange registered under the
Exchange Act or of the national market system of a national
securities association registered under the Exchange Act.
(b) The phrase "and Section 14(k)" is hereby added to the first
sentence in paragraph (d) of Article 14 of the Charter following the phrase
"Except as provided in Section 14(e)...".
3. The amendments do not provide for the exchange, reclassification or
cancellation of existing shares.
4. The amendments were duly adopted by the board of directors of the
corporation on March 5, 1997 and by the shareholders of the corporation on
April 29, 1997.
5. The amendments are to become effective when these articles of
amendment are filed by the Secretary of State of the State of Tennessee.
Dated this the 1st day of May, 1997.
EQUITY INNS, INC.
By: /s/ Howard A. Silver
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Howard A. Silver
Title: Vice President of Finance, Secretary,
Treasurer and Chief Financial Officer
