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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 28, 1996
STUDIO PLUS HOTELS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 0-25340 61-1273532
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Incorporation Identification No.)
1999 Richmond Road
Suite Four
Lexington, Kentucky 40502
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (606) 269-1999
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEMS 5. OTHER EVENTS
The 1996 annual meeting of shareholders (the "Annual Meeting") of Studio
Plus Hotels, Inc. (the "Company") was held on Tuesday, May 28, 1996 for the
shareholders to take action on the following proposals: (i) to elect Warren W.
Rosenthal and Daniel W. Daniele as Class I Directors, each to serve until the
1999 annual meeting of shareholders or until his successor is duly elected and
qualified ("Proposal One") and (ii) to consider and vote upon a proposal to
amend the Company's 1995 Stock Incentive Plan (the "1995 Plan") to increase the
maximum aggregate number of shares of Common Stock issuable under the 1995 Plan
from 500,000 to 835,000 shares ("Proposal Two"). The proposed amendment to the
1995 Plan was approved by the Board of Directors on February 27, 1996.
A total of 4,135,227 shares, or 80.8% of the Company's outstanding common
stock entitled to vote at the 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 each nominee was required for election of the nominees as director.
Messrs. Rosenthal and Daniele each received a plurality of the votes, and each
was elected as a Class I Director. With respect to Proposal Two, approval of
the proposal required the votes cast in favor of such proposal to exceed the
votes cast in opposition to such proposal. Proposal Two received the required
approval of the shareholders.
The breakdown of the votes cast on each proposal follows:
<TABLE>
<CAPTION>
WITHHELD/ BROKER
FOR AGAINST ABSTAIN NON-VOTES
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<S> <C> <C> <C> <C>
Proposal One
(a) Mr. Rosenthal 4,131,957 3,270 N/A N/A
(b) Mr. Daniele 4,134,077 1,150 N/A N/A
Proposal Two 3,363,758 237,185 2,550
</TABLE>
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.
STUDIO PLUS HOTELS, INC.
June 13, 1996 /s/ William E. Anderson
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William E. Anderson
Executive Vice President,
Secretary and General Counsel
