<PAGE>
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
May 14, 1998
------------------------------------------------
Date of Report (Date of Earliest Event Reported)
EQUITY INNS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 0-23290 62-1550848
- ---------------------------- --------------------- -------------------
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
4735 Spottswood
Suite 102
Memphis, Tennessee 38117
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(901) 761-9651
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
The 1998 annual meeting of shareholders (the "Annual Meeting") of
Equity Inns, Inc. (the "Company") was held on May 14, 1998 for the Company's
shareholders to take action on each of five proposals: (1) to elect one Class I
director to serve on the Board of Directors until the Company's annual meeting
of shareholders in 2001 or until his successor has been duly elected and
qualified ("Proposal One"); (2) to consider and vote upon a proposal to amend
Article 5 of the Company's Second Amended and Restated Charter (the "Charter")
to increase the number of authorized shares of Common Stock from 50 million
shares to 100 million shares ("Proposal Two"); (3) to consider and vote upon a
proposal to delete Article 7 of the Charter, which limits the Company's
consolidated indebtedness to 45% of the Company's investment in hotel
properties, at its cost ("Proposal Three"); (4) to consider and vote upon a
proposal to amend Article 14(c) of the Charter to conform Article 14(c) to other
provisions in the Charter relating to the Company's ability to preserve its
status as a real estate investment trust so long as its actions do not prohibit
the settlement of any transactions entered into through the facilities of any
national securities exchange registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act") or of the national market system of a
national securities association registered under the Exchange Act ("Proposal
Four"); and (5) to consider and vote on a proposal to approve an amendment to
the Equity Inns, Inc. Non-Employee Directors' Stock Option Plan (the "Directors'
Plan") to, among other things, permit the Company's independent directors to
elect to receive retainer and meeting fees in the form of shares of Common Stock
and increase the number of shares that may be issued under the Directors' Plan
to allow for such elections ("Proposal Five").
Each of Proposals Two through Four was approved by the Board of
Directors on March 5, 1998. Proposal Five was approved by the Board of Directors
on March 16, 1998. A copy of the proposed amendments to Articles 5 and 14(c) 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 30, 1998.
A total of 32,390,314 shares, or approximately 91.02% 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. McNeill received the required plurality
of the votes and was elected as Class I director. With respect to Proposals Two
through Five, approval of each proposal required the votes cast in favor of such
proposal to exceed the votes cast in opposition to such proposal. Each of
Proposals Two through Five received the required approval of the shareholders.
The breakdown of the votes cast by the shareholders on each proposal
was as follows:
<TABLE>
<CAPTION>
WITHHELD/ BROKER
FOR AGAINST ABSTAIN NON-VOTES TOTAL
---------- --------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
Proposal One 32,188,080 202,234 N/A N/A 32,390,314
Proposal Two 30,544,955 1,573,876 271,483 N/A 32,390,314
Proposal Three 18,933,075 1,898,945 384,244 11,174,050 32,390,314
Proposal Four 31,732,550 411,951 245,813 N/A 32,390,314
Proposal Five 29,926,344 1,983,934 480,036 N/A 32,390,314
</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 26,
1998, reflecting the adoption of each of Proposals Two through Five. A copy of
the Articles of Amendment to the Charter of the Company as filed on such date
with the Tennessee Secretary of State is attached hereto as Exhibit 3.1.
1
<PAGE>
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Item No. Description
- -------- -----------
<S> <C>
3.1* Articles of Amendment to the Second Amended and Restated Charter of
Equity Inns, Inc.
10.1** Equity Inns, Inc. Non-Employee Directors' Stock Option Plan
</TABLE>
- --------------
* Filed herewith.
** Incorporated by reference to Exhibit 10.29(b) to the Company's Registration
Statement on Form S-11 (Commission Registration No. 33-80318).
2
<PAGE>
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 26, 1998 /s/ Howard A. Silver
- ------------ -------------------------------------
Howard A. Silver
Executive Vice President, Secretary
Treasurer and Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item No. Description
- -------- -----------
<S> <C>
3.1* Articles of Amendment to the Second Amended and Restated Charter of
Equity Inns, Inc.
10.1** Equity Inns, Inc. Non-Employee Directors' Stock Option Plan
</TABLE>
- --------------
* Filed herewith.
** Incorporated by reference to Exhibit 10.29(b) to the Company's Registration
Statement on Form S-11 Commission Registration No. 33-80318).
4
<PAGE>
EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE SECOND AMENDED AND RESTATED CHARTER OF
EQUITY INNS, INC.
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 Second Amended and Restated Charter (the "Charter").
I. The name of the corporation is Equity Inns, Inc.
II. The text of the amendments adopted to the Charter are as follows:
A. The first paragraph of Article 5 of the Charter is hereby amended by
deleting in full the words and number "fifty million (50,000,000)
shares of Common Stock" and by inserting in lieu thereof the words and
number "one hundred million (100,000,000) shares of Common Stock," so
that such first paragraph of Article 5, as so amended, would read in
its entirety as follows:
5. Authorized Capital Stock. The total number of shares of stock
which the Corporation has authority to issue is one hundred
million (100,000,000) shares of Common Stock, $.01 par value
per share, and ten million (10,000,000) shares of Preferred
Stock, $.01 par value per share.
B. Article 7 of the Charter, which limits the corporation's consolidated
indebtedness to 45% of the corporation's investment in hotel
properties, at its cost, is hereby deleted in full, without
substitution, amendment or replacement thereto.
C. Article 14 of the Charter is hereby amended by adding the clause "so
long as such actions do not prohibit the settlement of any transactions
entered into through the facilities of any national securities exchange
registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or of the national market system of a national
securities association registered under the Exchange Act" to the end of
the first sentence of Section 14(c) thereof, so that such Section 14(c)
of Article 14, as so amended, would read in its entirety as follows:
(c) Remedies Not Limited. Nothing contained in this Article 14
shall limit the authority of the Corporation to take such
other action as it deems necessary or advisable to protect the
Corporation and the interests of its shareholders by
preservation of the Corporation's status as a REIT and to
ensure compliance with the Ownership Limit so long as such
actions do not prohibit the settlement of any transactions
entered into through the facilities of any national securities
exchange registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or of the national market
system of a national securities association registered under
the Exchange Act.
III. The amendments do not provide for the exchange, reclassification or
cancellation of existing shares.
IV. The amendments were duly adopted by the board of directors of the
corporation on March 5 and 16, 1998 and by the shareholders of the corporation
on May 14, 1998.
V. 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 15th day of May, 1998.
EQUITY INNS, INC.
By: /s/ Howard A. Silver
----------------------------
Howard A. Silver
Title: Executive Vice President,
Secretary, Treasurer and
Chief Financial Officer
