EQUITY INNS INC
8-K, 2000-05-26
REAL ESTATE INVESTMENT TRUSTS
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<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 11, 2000
                ------------------------------------------------
                Date of Report (Date of Earliest Event Reported)



                                EQUITY INNS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



         Tennessee                    01-12073                    62-1550848
- ----------------------------     ---------------------       -------------------
(State or Other Jurisdiction     (Commission File No.)        (I.R.S. Employer
      of Incorporation)                                      Identification No.)


                            7700 Wolf River Boulevard
                           Germantown, Tennessee 38138
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



                                 (901) 754-7774
              ----------------------------------------------------
              (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 2000 annual meeting of shareholders  (the "Annual  Meeting") of Equity Inns,
Inc.  (the  "Company")  was held on May 11,  2000.  At the Annual  Meeting,  the
Company's  shareholders of record on March 15, 2000 were asked to take action to
elect one Class II director (Harry S. Hays) and two Class III directors  (Joseph
W. McLeary and Donald H. Dempsey),  to serve on the Board of Directors until the
Company's annual meeting of shareholders in 2002 (Class II) and 2003 (Class III)
or until their successors have been duly elected and qualified (the "Proposal").
Each of the nominees for Class II and III directors  were nominated by the Board
of Directors on March 9, 2000.

A  total  of  34,972,208  shares,  or  approximately   95.4%  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 the  Proposal,  a plurality  of the votes cast in favor of each
nominee was  required  for the  election of each  nominee as  director.  Each of
Messrs.  Hays, McLeary and Dempsey received the required plurality of the votes,
and each was elected as a director.

The breakdown of the votes cast by the shareholders was as follows:

<TABLE>
<CAPTION>
                                                Withheld/              Broker
                                       For       Against    Abstain   Non-Votes     Total
                                   ----------   ---------   -------   ---------   ----------
<S>                                <C>          <C>         <C>       <C>         <C>
(i)   Mr. Hays (Class II)          34,404,374     567,834         -           -   34,972,208

(ii)  Mr. McLeary (Class III)      34,396,668     575,540         -           -   34,972,208

(iii) Mr. Dempsey (Class III)      32,720,545   2,251,663         -           -   34,972,208

</TABLE>



<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 12, 2000                               /s/Donald H. Dempsey
- ------------                               -------------------------------------

                                           Donald H. Dempsey
                                           Executive Vice President, Secretary
                                           Treasurer and Chief Financial Officer



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