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o Preliminary Proxy Statement | ||
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Rule 14a-12 |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: Not Applicable |
(2) | Form, Schedule or Registration Statement No.: Not Applicable |
(3) | Filing Party: Not Applicable |
(4) | Date Filed: Not Applicable |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held On MAY 24, 2005 | ||||||||
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG BOYKIN LODGING COMPANY, NYSE MARKET INDEX AND PEER GROUP INDEX |
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1. | To elect seven directors, each for a term of one year and until a successor has been duly elected and qualified; | |
2. | To vote on a proposal to adopt the Boykin Lodging Company 2005 Long-Term Incentive Plan; | |
3. | To receive reports at the meeting. No action constituting approval or disapproval of the matters referred to in the reports is contemplated; and | |
4. | To consider any other matters that may properly be brought before the Annual Meeting. |
By order of the Board of Directors, | |
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Andrew C. Alexander, | |
Secretary |
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Amount and | ||||||||
Nature of | ||||||||
Beneficial | ||||||||
Ownership of | Percent | |||||||
Name of Beneficial Owner | Common Shares(1) | of Class | ||||||
Barclays Global Investors, NA | 1,080,713 | (2) | 5.80 | % | ||||
Schneider Capital Management Corporation | 1,058,450 | (3) | 5.69 | % | ||||
Kennedy Capital Management, Inc. | 1,034,100 | (4) | 5.55 | % | ||||
Robert W. Boykin | 586,894 | (5)(6) | 3.15 | % | ||||
Richard C. Conti | 265,201 | (7) | 1.42 | % | ||||
Shereen P. Jones | 240,274 | (8) | 1.29 | % | ||||
Russ C. Valentine | 132,990 | (9) | * | |||||
Andrew C. Alexander | 130,877 | (10) | * | |||||
Lee C. Howley, Jr. | 25,900 | (11)(12)(13) | * | |||||
Ivan J. Winfield | 24,200 | (11)(13) | * | |||||
William H. Schecter | 22,200 | (11)(13) | * | |||||
Albert T. Adams | 21,200 | (11)(13) | * | |||||
James B. Meathe | 0 | (13) | * | |||||
Mark J. Nasca | 0 | (13) | * | |||||
All Executive Officers and Directors as a Group (11 persons) | 1,449,736 | 7.77 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, a beneficial owner has sole voting and investment power with respect to all common shares set forth opposite its name. None of our executive officers or directors own any of our preferred depositary shares. | |
(2) | The business address for this shareholder is 45 Fremont Street, San Francisco, CA 94105. Information for common shares owned as of December 31, 2004, is based on a report on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005, by the following entities: Barclays Global Investors, NA., which has sole voting power with respect to 1,026,757 common shares and sole dispositive power with respect to 1,080,705 common shares; Barclays Global Fund Advisors, which has sole voting power and sole dispositive power with respect to 8 common shares; and Barclays Capital Inc., Barclays Global Investors, LTD, Barclays Global Investors Japan Trust and Banking Company Limited, Barclays Life Assurance Company Limited, Barclays Bank PLC, Barclays Capital Securities Limited, Barclays Capital Inc., Barclays Private Bank & Trust (Isle of Man) Limited, Barclays Private Bank and Trust (Jersey) Limited, Barclays Bank Trust Company Limited, Barclays Bank (Suisse) SA, Barclays Private Bank Limited, Bronco (Barclays Cayman) Limited, Palomino Limited and HYMF Limited, all of which disclaim sole or shared voting power and sole or shared dispositive power with respect to any common shares. | |
(3) | The business address for this shareholder is 460 East Swedesford Road, Suite 1080, Wayne, PA 19087. Information for common shares owned as of December 31, 2004, is based on a report on Schedule 13G filed with the Securities and Exchange Commission on February 11, 2005, by Schneider Capital Management Corporation. |
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(4) | The business address for this shareholder is 10829 Olive Boulevard, St. Louis, MO 63141. Information for common shares owned as of December 31, 2004, is based on a report on Schedule 13G filed with the Securities and Exchange Commission on February 15, 2005, by Kennedy Capital Management, Inc., which has sole voting power with respect to 988,500 common shares and sole dispositive power with respect to 1,034,100 common shares. | |
(5) | Mr. R.W. Boykin owns 1,345,628 limited partnership interests (“Units”) in Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”). He may cause the Partnership to purchase his Units for cash (the purchase price of one Unit, subject to certain factors, is equal to the market value of one common share of Boykin Lodging Company). However, the Company may elect, subject to certain conditions, to deliver its common shares, in lieu of cash, in exchange for tendered Units. Assuming conversion of his Units into common shares, Mr. R.W. Boykin would beneficially own 10.38% of our common shares. As of February 28, 2005, the Company owns an 85.42% general partnership interest in the Partnership. Additionally, Mr. R.W. Boykin and his brother, Jack E. Boykin, are co-trustees of the Trust of William J. Boykin, dated March 9, 1988, which owns 150,000 units in the Partnership. Mr. R.W. Boykin and J.E. Boykin have equal voting power with respect to the 150,000 shares. | |
(6) | Includes 198,000 common shares that Mr. R.W. Boykin has the right to acquire through the exercise of stock options, 52,153 common shares that are owned by Boykin Management Company Limited Liability Company, an Ohio limited liability company, and 52,101 common shares that are owned by The Boykin Group, Inc., an Ohio corporation, both in which Mr. R.W. Boykin indirectly owns a 53.85% equity interest, and 54,526 common shares owned by Rowboy Trading Holdings LLC, a Delaware limited liability company, of which Mr. R.W. Boykin is the managing member. | |
(7) | Includes 108,139 common shares that Mr. Conti has the right to acquire through the exercise of stock options. | |
(8) | Includes 100,000 common shares that Ms. Jones has the right to acquire through the exercise of stock options. | |
(9) | Includes 43,000 common shares that Mr. Valentine has the right to acquire through the exercise of stock options. |
(10) | Includes 39,000 common shares that Mr. Alexander has the right to acquire through the exercise of stock options. |
(11) | Includes 21,000 common shares that each of Messrs. Adams, Howley, Schecter and Winfield has the right to acquire through the exercise of stock options. |
(12) | Includes 4,700 common shares owned by the Howley Family Partnership, which is owned equally by Mr. Howley and his wife. |
(13) | Under the Directors’ Deferred Compensation Plan (more fully described on page 8), as of April 7, 2005, Messrs. Adams, Howley, Meathe, Nasca, Schecter and Winfield have deferred compensation represented by the following number of units: |
Units Under the | ||||||||
Directors’ Deferred | Value of Units as | |||||||
Name | Compensation Plan | of April 7, 2005 | ||||||
Albert T. Adams | 35,294.894 | $ | 339,184 | |||||
Lee C. Howley, Jr. | 5,769.634 | $ | 55,446 | |||||
James B. Meathe | 5,769.634 | $ | 55,446 | |||||
Mark J. Nasca | 2,585.21 | $ | 24,844 | |||||
William H. Schecter | 5,769.634 | $ | 55,446 | |||||
Ivan J. Winfield | 5,769.634 | $ | 55,446 |
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Period | ||||||||||
Principal Occupation | of Service | |||||||||
Name | Age | and Business Experience | as a Director | |||||||
Albert T. Adams | 54 | Partner, Baker & Hostetler LLP (professional legal services firm) | 1996 to date | |||||||
Robert W. Boykin | 55 | Chairman of the Board of Directors and Chief Executive Officer of Boykin Lodging Company (hotel real estate investment trust) | 1996 to date | |||||||
Lee C. Howley, Jr. | 57 | Owner and President, Howley & Company (real estate development company); Managing Member of Howley Bread Group, Ltd. (Panera Bread franchisee) | 1996 to date | |||||||
James B. Meathe | 48 | Vice-Chairman, Palmer & Cay (privately held insurance brokerage firm) | 2003 to date | |||||||
Mark J. Nasca | 46 | Senior Vice President and Principal, JDI Realty, LLC (real estate investment and finance company); Chairman, Village Capital Corporation (community development loan fund) | 2004 to date | |||||||
William H. Schecter | 63 | Chairman, National City Equity Partners; Senior Vice President, National City Corporation (diversified financial holding company) | 1997 to date | |||||||
Ivan J. Winfield | 70 | Associate Professor, Baldwin-Wallace College (fully accredited institution offering liberal arts-based undergraduate, graduate, and pre-professional programs); Retired Partner, Coopers & Lybrand, LLP (professional accounting firm) | 1996 to date |
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• | presides at all meetings of the Board of Directors at which the Chairman of the Board is not present; | |
• | serves as liaison between the Chairman of the Board and the independent directors; | |
• | approves information sent to the Board of Directors; | |
• | approves meeting agendas for the Board of Directors; | |
• | approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; | |
• | has the authority to call meetings of independent directors; and | |
• | if requested by major shareholders, ensures that he is available for consultation and direct communication. |
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Long-Term | ||||||||||||||||||||||||||||
Compensation Awards | ||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||
Annual Compensation | Annual | Restricted | All Other | |||||||||||||||||||||||||
Compen- | Share | Stock | Compen- | |||||||||||||||||||||||||
Salary | Bonus | sation | Award(s) | Options | sation | |||||||||||||||||||||||
Year | ($) | ($) | ($)(1) | ($)(2) | (#) | ($)(3) | ||||||||||||||||||||||
Robert W. Boykin | 2004 | 378,500 | 261,165 | — | 432,395 | — | 62,541 | |||||||||||||||||||||
Chairman and Chief Executive Officer | 2003 | 360,500 | 399,028 | — | 277,500 | — | 38,441 | |||||||||||||||||||||
2002 | 350,000 | 462,875 | — | 280,959 | 30,000 | 84,341 | ||||||||||||||||||||||
Richard C. Conti | 2004 | 298,000 | 151,980 | — | 320,225 | — | 40,021 | |||||||||||||||||||||
President and Chief Operating Officer | 2003 | 288,400 | 235,947 | — | 217,500 | — | 39,431 | |||||||||||||||||||||
2002 | 280,000 | 273,700 | — | 157,224 | 15,000 | 39,551 | ||||||||||||||||||||||
Shereen P. Jones (4) | 2004 | 282,000 | 139,590 | — | 331,695 | — | 38,001 | |||||||||||||||||||||
Executive Vice President, | 2003 | 272,950 | 216,739 | — | 210,000 | — | 38,041 | |||||||||||||||||||||
Chief Financial and Investment Officer | 2002 | 225,068 | 213,534 | — | 229,661 | 250,000 | 169,664 | |||||||||||||||||||||
Russ C. Valentine | 2004 | 205,000 | 90,200 | — | 226,954 | — | 38,001 | |||||||||||||||||||||
Senior Vice President-Acquisitions | 2003 | 198,725 | 106,566 | — | 142,500 | — | 38,041 | |||||||||||||||||||||
2002 | 192,938 | 114,075 | — | 46,881 | 12,000 | 38,161 | ||||||||||||||||||||||
Andrew C. Alexander | 2004 | 205,000 | 90,200 | — | 202,771 | — | 38,001 | |||||||||||||||||||||
Senior Vice President and General Counsel | 2003 | 193,000 | 103,496 | — | 142,500 | — | 38,041 | |||||||||||||||||||||
2002 | 183,750 | 108,642 | — | 51,346 | 12,000 | 38,161 |
(1) | In 2004, 2003 and 2002, no named executive officer received total perquisites and other personal benefits above the threshold amounts specified in the regulations of the Securities and Exchange Commission. |
(2) | On January 1, 2004, officers R.W. Boykin, Conti, Jones, Valentine and Alexander were granted 41,000, 32,000, 31,000, 21,000 and 21,000 restricted common shares, respectively. Of those shares, 20% vest and are no longer subject to forfeiture on January 1 of each 2005, 2006, 2007, 2008 and 2009. On June 1, 2004, officers R.W. Boykin, Conti, Jones, Valentine and Alexander were granted 6,817, 2,981, 5,800, 4,235 and 956 restricted common shares, respectively. Of those shares, 33% vested immediately and 33% are no longer subject to forfeiture on January 1 of each 2005 and 2006. In order to become eligible to receive the June 1 grant, each named executive officer was required to purchase common shares from the open market in 2003. The amount of the grant was based on (i) the number of common shares purchased by each named executive officer and (ii) the financial performance of the Company in 2003 versus its peer group. Based upon the Company’s 2003 performance, the named executive officers were granted a number of shares having an aggregate value of 85% of the dollar value of the common shares purchased by each officer in the open market. Please see the “Restricted Stock Awards Granted, Aggregate Number and Value of Holdings at Year-End” chart on page 13. |
Holders of restricted common share grants receive dividends, if any, on the restricted shares at the same level and in the same fashion as holders of outstanding common shares. |
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(3) | All Other Compensationconsists of the following: |
Life | |||||||||||||
Profit Sharing/ | Insurance | Relocation | |||||||||||
Pension Plans | Premiums | Expenses | |||||||||||
Robert W. Boykin | |||||||||||||
2004 | $ | 38,001 | $ | 24,540 | — | ||||||||
2003 | $ | 38,041 | $ | 400 | (a) | — | |||||||
2002 | $ | 38,161 | $ | 46,180 | — | ||||||||
Richard C. Conti | |||||||||||||
2004 | $ | 38,001 | $ | 2,020 | — | ||||||||
2003 | $ | 38,041 | $ | 1,390 | — | ||||||||
2002 | $ | 38,161 | $ | 1,390 | — | ||||||||
Shereen P. Jones | |||||||||||||
2004 | $ | 38,001 | — | — | |||||||||
2003 | $ | 38,041 | — | — | |||||||||
2002 | — | — | $ | 169,664 |
All Other Compensationfor Messrs. Valentine and Alexander is related to profit sharing/pension plan contributions. |
(a) | The income attributable to life insurance premiums for 2003 has been restated to reflect the taxable life insurance benefits received by Mr. R.W. Boykin. |
Number of | ||||||||||||||||
Unexercised | Value of Unexercised | |||||||||||||||
Shares | Options at Fiscal | In-the-Money Options | ||||||||||||||
Acquired | Value | Year-End | at Fiscal Year-End ($) | |||||||||||||
on Exercise | Realized | Exercisable/ | Exercisable/ | |||||||||||||
Name | (#) | ($) | Unexercisable | Unexercisable | ||||||||||||
Robert W. Boykin | — | — | 178,400/ 19,600 | $ | 152,550/ $ 11,000 | |||||||||||
Richard C. Conti | — | — | 96,539/ 11,600 | $ | 86,500/ $ 5,500 | |||||||||||
Shereen P. Jones | — | — | 66,666/ 183,334 | (1) | $ | 50,666/ $139,339 | ||||||||||
Russ C. Valentine | — | — | 37,800/ 5,200 | $ | 18,125/ $ 4,400 | |||||||||||
Andrew C. Alexander | — | — | 32,600/ 6,400 | $ | 18,125/ $ 4,400 |
(1) | Includes 150,000 share options which will vest in the event the Company’s 30-day average stock price meets certain established thresholds. |
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Number of | |||||||||||||
Securities | |||||||||||||
Remaining Available | |||||||||||||
for Future Issuance | |||||||||||||
Number of Securities | Under Equity | ||||||||||||
to be Issued Upon | Weighted-Average | Compensation Plans | |||||||||||
Exercise of | Exercise Price of | (Excluding | |||||||||||
Outstanding Options, | Outstanding Options, | Securities Reflected | |||||||||||
Warrants and Rights | Warrants and Rights | in Column (a)) | |||||||||||
Plan Category | (a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 839,139 | * | $ | 11.24 | ** | 196,149 | |||||||
Equity compensation plans not approved by security holders | None | None | None | ||||||||||
Total | 839,139 | $ | 11.24 | 196,149 |
* | Includes 613,006 options which are exercisable as of December 31, 2004. |
** | The weighted-average exercise price of the 613,006 exercisable options as of December 31, 2004 is $12.21. |
Number of | Value of Aggregate | |||||||||||
Aggregate Restricted | Restricted Stock | |||||||||||
Number of Shares | Stock Holdings at | Holdings at | ||||||||||
Name | Awarded in 2004(#)(1) | 12/31/04(#) | 12/31/04($) | |||||||||
Robert W. Boykin | 47,817 | 105,592 | 967,223 | |||||||||
Richard C. Conti | 34,981 | 72,715 | 666,069 | |||||||||
Shereen P. Jones | 36,800 | 65,028 | 595,656 | |||||||||
Russ C. Valentine | 25,235 | 42,637 | 390,555 | |||||||||
Andrew C. Alexander | 21,956 | 40,812 | 378,838 |
(1) | See footnote (2) on page 11 for vesting schedule of shares awarded in 2004. |
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![LOGO](https://capedge.com/proxy/DEF 14A/0000950152-05-003173/l10881al1088101.gif)
1/1/00 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | |||||||||||||||||||
BOYKIN LODGING COMPANY | $ | 100.00 | $ | 89.99 | $ | 93.31 | $ | 113.64 | $ | 114.23 | $ | 114.35 | ||||||||||||
PEER GROUP INDEX | $ | 100.00 | $ | 147.07 | $ | 133.47 | $ | 119.77 | $ | 170.29 | $ | 248.49 | ||||||||||||
NYSE MARKET INDEX | $ | 100.00 | $ | 102.38 | $ | 93.26 | $ | 76.18 | $ | 98.69 | $ | 111.45 |
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Fiscal Year Ended | ||||||||
December 31, | ||||||||
2004 | 2003 | |||||||
Audit Fees | $ | 567,055 | $ | 20,000 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
Total | $ | 567,055 | $ | 20,000 | ||||
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Fiscal Year Ended | ||||||||
December 31, | ||||||||
2004 | 2003 | |||||||
Audit Fees | — | $ | 214,250 | |||||
Audit-Related Fees | — | $ | 14,400 | |||||
Tax Fees | $ | 329,950 | $ | 267,300 | ||||
All Other Fees | — | — | ||||||
Total | $ | 329,950 | $ | 495,950 | ||||
Audit Fees |
• | Audit of the Company’s consolidated financial statements and the issuance of separate subsidiary and joint venture reports; | |
• | Review of the Company’s interim consolidated financial statements included in quarterly reports; and | |
• | Consent and other services related to Securities and Exchange Commission filings. |
Audit-Related Fees |
Tax Fees |
• | Fees for tax compliance relating to federal, state and local income tax return assistance for 2004 and 2003 totaled $102,300 and $123,600, respectively. | |
• | Fees for tax consulting relating to tax planning and advice for 2004 and 2003 totaled $227,650 and $143,700, respectively. |
All Other Fees |
Pre-Approval Policy |
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• | The purpose of the 2005 Plan is to promote the Company’s long-term growth and profitability by enabling us to attract, retain and reward key employees and to strengthen the common interests of such employees and our shareholders by offering our employees equity or equity-based incentives. All employees of the Company will be eligible to participate in the 2005 Plan. As of April 7, 2005, the Company had 18 employees. | |
• | The Long-Term Incentive Plan Committee (the “Plan Committee”) will administer the 2005 Plan and determine who receives awards, the type and amount of awards, the consideration, if any, to be paid for awards, the timing of awards and the terms and conditions of awards. The Plan Committee will have the authority to adopt, alter and repeal such rules, guidelines and practices governing the 2005 Plan as it considers advisable and to interpret the terms and provisions of the 2005 Plan and any award issued under the 2005 Plan. The Plan Committee is composed of members of the Board of Directors, each of whom is a “non-employee” director under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. |
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• | The Plan Committee may grant stock options that (i) qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) do not qualify as incentive stock options or (iii) both. To qualify as an incentive stock option, an option must meet certain requirements set forth in the Code. Options are evidenced by a stock option agreement in the form approved by the Plan Committee. | |
• | In addition, the Plan Committee may make grants of restricted shares, deferred shares, share purchase rights, share appreciation rights in tandem with stock options, other share-based awards or any combination thereof. | |
• | The Plan Committee may amend the terms of any award, but no such amendment can be made which would be deemed to be a “repricing” as defined under Item 402(i)(1) of Regulation S-K. | |
• | Stock options will be exercisable and restricted share grants will vest at such time or times as the Plan Committee determines at the time of grant. In general, restricted shares are non-transferable prior to vesting. Additionally, if any stock option or restricted share grant is exercisable only in installments or after specified exercise dates, the Plan Committee may waive such exercise provisions and accelerate any exercise date based on such factors as the Plan Committee shall determine in its sole discretion. No consideration will be received by us for the granting of stock options or restricted shares. | |
• | The exercise price of a stock option granted under the 2005 Plan may not be less than 100% of the fair market value of our common shares on the date the stock option is granted. | |
• | The term of each stock option will be fixed by the Plan Committee and may not exceed ten (10) years from the date the stock option is granted. | |
• | No participant in the 2005 Plan may be granted stock options, restricted share grants or other share awards in any calendar year for more than 100,000 common shares. | |
• | In the event of any merger, reorganization, consolidation, recapitalization, share dividend, share split, combination of shares or other change in corporate structure of the Company affecting the shares, an adjustment may be made as approved by the Plan Committee. | |
• | The 2005 Plan will not be qualified under Section 401(a) of the Code and will not be subject to the provisions of the Employee Retirement Income Security Act of 1974. | |
• | If it is determined that any amount to be paid to a participant under the 2005 Plan is “nonqualified deferred compensation” subject to Section 409A of the Code, then the amount will be paid on the earliest date that payment of the amount can be made without incurring an excise tax pursuant to Section 409A of the Code. | |
• | The 2005 Plan provides for vesting, exercise or forfeiture of rights granted under the 2005 Plan on retirement, death, disability, termination of employment or a change of control. | |
• | The Board of Directors may modify, suspend or terminate the 2005 Plan as long as it does not impair the rights thereunder of any participant. The Company must submit to the shareholders of the Company for their approval any amendments to the 2005 Plan which require shareholder approval under Section 16 of the Exchange Act or the rules and regulations thereunder, or Section 162(m) of the Code, or New York Stock Exchange listing standards. | |
• | In the event there is a change of control or potential change of control (as defined in the 2005 Plan), a majority of the continuing directors (as defined in the 2005 Plan) may cause (i) any stock options awarded under the Plan not previously exercisable and vested to become fully exercisable and vested, (ii) share appreciation rights to become immediately exercisable, (iii) the restrictions applicable to any restricted shares, deferred shares, share purchase rights or other share-based awards to lapse and such shares and awards to be deemed fully vested, and (iv) the value of all outstanding vested awards to be paid to the participant in cash in exchange for the surrender of those awards on the basis of the “Change of Control Price” (as defined in the 2005 Plan), as of the date set forth by the continuing directors. Such provisions will automatically take effect if there are no continuing directors. |
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Number of Restricted | ||||
Name | Shares Awarded in 2004(#) | |||
Robert W. Boykin | 47,817 | |||
Richard C. Conti | 34,981 | |||
Shereen P. Jones | 36,800 | |||
Russ C. Valentine | 25,235 | |||
Andrew C. Alexander | 21,956 | |||
All Executive Officers as a Group | 166,789 | |||
All Non-Executive Directors as a Group | 0 | |||
All Non-Executive Officer Employees as a Group | 8,000 |
Incentive Stock Options |
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Nonqualified Stock Options |
Code Section 162(m) |
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By order of the Board of Directors, |
![]() Andrew C. Alexander, Secretary |
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(a) “Affiliate” means any entity (other than the Company and its Subsidiaries) that is designated by the Board as a participating employer under the Plan. | |
(b) “Award” means any award of Stock Options, Restricted Shares, Deferred Shares, Share Purchase Rights, Share Appreciation Rights or Other Share-Based Awards under the Plan. | |
(c) “Board” means the Board of Directors of the Company. | |
(d) “Change of Control” has the meaning set forth in Section 11(b). | |
(e) “Change of Control Price” has the meaning set-forth in Section 11(d). | |
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. | |
(g) “Commission” means the Securities and Exchange Commission. | |
(h) “Committee” means the Committee referred to in Section 2 of the Plan. | |
(i) “Company” means Boykin Lodging Company, an Ohio corporation, or any successor corporation. | |
(j) “Deferred Shares” means an award of the right to receive Shares at the end of a specified period granted pursuant to Section 7. | |
(k) “Disability” means disability as determined under procedures established by the Committee for purposes of the Plan. | |
(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. | |
(m) “Fair Market Value” means, as of any date, the mean between the highest and lowest quoted selling price, regular way, of the Shares on such date on the New York Stock Exchange or, if no such sale of the Shares occurs on the New York Stock Exchange on such date, then such mean price on the next preceding day on which the Shares were traded. If the Shares are no longer traded on the New York Stock Exchange, then the Fair Market Value of the Shares shall be determined by the Committee in good faith. | |
(n) “Incentive Stock Option” means any Stock Option intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code or any successor section thereto. | |
(o) “Non-Employee Director” has the meaning set forth in Rule 16b-3(b)(3)(i) as promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission. | |
(p) “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option. | |
(q) “Other Share-Based Award” means an award granted pursuant to Section 10 that is valued, in whole or in part, by reference to, or is otherwise based on, Shares. |
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(r) “Outside Director” has the meaning set forth in Section 162(m) of the Code and the regulations promulgated thereunder. | |
(s) “Person” means an individual, corporation, limited liability company, joint venture, partnership, trust, unincorporated organization or any other legal entity. | |
(t) “Plan” means the Boykin Lodging Company 2005 Long-Term Incentive Plan, as amended from time to time. | |
(u) “Potential Change of Control” has the meaning set forth in Section 11(c). | |
(v) “Restricted Shares” means an award of Shares that is granted pursuant to Section 6 and is subject to restrictions. | |
(w) “Section 16 Participant” means a participant under the Plan who is then subject to Section 16 of the Exchange Act. | |
(x) “Separation from Service” means a separation from service as defined in Section 409A of the Code and the regulations thereunder. | |
(y) “Shares” mean, the common shares, without par value, of the Company. | |
(z) “Share Appreciation Right” means an award of a right to receive an amount from the Company that is granted pursuant to Section 9. | |
(aa) “Stock Option” or“Option” means any option to purchase Shares (including Restricted Shares and Deferred Shares, if the Committee so determines) that is granted Pursuant to Section 5. | |
(bb) “Share Purchase Right” means an award of the right to purchase Shares that is granted pursuant to Section 8. | |
(cc) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. |
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(1) Option Price. The option price per share of Shares purchasable under a Non-Qualified Stock Option or an Incentive Stock Option shall be determined by the Committee at the time of grant and shall be not less than 100% of the Fair Market Value of the Shares at the date of grant (or, with respect to an Incentive Stock Option, 110% of the Fair Market Value of the Shares at the date of grant in the case of a participant who at the date of grant owns Shares possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its parent or Subsidiary corporations (as determined under Section 424(d), (e) and (f) of the Code)). | |
(2) Option Term. The term of each Stock Option shall be fixed by the Committee and may not exceed ten years from the date the Option is granted (or, with respect to an Incentive Stock Options, five years in the case of a participant who at the date of grant owns Shares possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporations (as determined under Section 424(d), (e) and (f) of the Code)). | |
(3) Exercise. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at or after grant; provided, however, that, except as provided in Section 5(b)(6) and Section 11, unless otherwise determined by the Committee at or after grant, no Stock Option shall be exercisable prior to six months and one day following the date of grant. If any Stock Option is exercisable only in installments or only after specified exercise dates, the Committee may waive, in whole on in part, such installment exercise provisions, and may accelerate any exercise date or dates, at any time at or after grant based on such factors as the Committee shall determine, in its sole discretion. | |
(4) Method of Exercise. Subject to any installment exercise provisions that apply with respect to such Stock Option, and the six month and one day holding period set forth in Section 5(b)(3), Stock Options may be exercised in whole or in part, at any time during the option period, by giving to the Company written notice of exercise specifying the number of Shares to be purchased. |
(5) Non-Transferability of Options. No Stock Option shall be transferable by the participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the participant’s lifetime, only by the participant or, subject to Sections 5(b)(3) and 5(c), by the participant’s authorized legal representative if the participant is unable to exercise an option as a result of the participant’s Disability; provided, however, that if so provided in the instrument evidencing the Option, the Committee may permit any optionee to transfer the Option during his lifetime to one or more members of his family, or to one or more trusts for the benefit of one or more members of his family, provided that no consideration is paid for the transfer and that such transfer would not result in the loss of any exemption under Rule 16b-3 for any Option that the Committee does not permit to be so transferred. The transferee of an Option shall be subject to all restrictions, terms, and conditions applicable to the Option prior to its transfer, except that the Option shall not be further transferable inter vivos by the transferee. The Committee may impose on any transferable Option and on the Shares to be issued upon the exercise of the Option such limitations and conditions as the Committee deems appropriate. |
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(6) Separation from Service as a Result of Death. Subject to Section 5(c), if there is a Separation from Service of a participant as a result of his death, any Stock Option held by such participant may thereafter be exercised, to the extent such Option was exercisable at the time of death or would have become exercisable within one year from the time of death had the participant continued to fulfill all conditions of the Option during such period (or on such accelerated basis as the Committee may determine at or after grant), by the estate of the participant (acting through its fiduciary), for a period of one year (or such other period as the Committee may specify at or grant) from the date of death. The balance of the Stock Option shall be forfeited. | |
(7) Separation from Service as a Result of Disability. Subject to Sections 5(b)(3) and 5(c), if there is a Separation from Service of a participant as a result of his Disability, any Stock Option held by such participant may thereafter be exercised, to the extent such Option was exercisable at the time of Separation from Service or would have become exercisable within one year from the time of Separation from Service had the participant continued to fulfill all conditions of the Option during such period (or on such accelerated basis as the Committee may determine at or after grant), by the participant or by the participant’s duly authorized legal representative if the participant is unable to exercise the Option as a result of the participant’s Disability, for a period of one year (or such other period as the Committee may specify at or after grant), from the date of Separation from Service; provided, however, that in no event may any such Option be exercised prior to six months and one day from the date of grant; and provided, further, that if the participant dies within such one-year period (or such other period as the Committee shall specify at or after grant), any unexercised Stock Option held by such participant shall thereafter be exercisable by the estate of the participant (acting though its fiduciary) to the same extent to which it was exercisable at the time of death for a period of one year from the date of Separation of Service. The balance of the Stock Option shall be forfeited. | |
(8) Other Separation from Service. Unless otherwise determined by the Committee at or after the time of granting any Stock Option, if there is a Separation from Service of a participant for any reason other than such participant’s death or Disability, all Stock Options held by such participant shall thereupon terminate 90 days after the date of Separation from Service. |
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(1) The purchase price (if any) for Restricted Shares shall be determined by the Committee at the time of grant. | |
(2) Awards of Restricted Shares must be accepted by executing a Restricted Share Award agreement and paying any price required under Section 6(b)(1). | |
(3) Each participant receiving a Restricted Share Award shall be issued a stock certificate in respect of such Restricted Shares. Such certificate shall be registered in the name of such participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. | |
(4) The Committee shall require that the stock certificates evidencing such Restricted Shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Shares Award the participant shall have delivered to the Company a stock power, endorsed in blank, relating to the Shares covered by such Award. | |
(5) Subject to the provisions of this Plan and the Restricted Share Award agreement, during a period set by the Committee commencing with the date of such Award (the “Restriction Period”), the participant shall not be permitted to sell, transfer, pledge, assign or otherwise encumber the Restricted Shares awarded under the Plan. Subject to these limitations, the Committee, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance or such other factors and criteria as the Committee may determine, in its sole discretion. | |
(6) Except as provided in this Section 6(b)(6), Section 6(b)(5) and Section 6(b)(7), the participant shall have, with respect to the Restricted Shares awarded, all of the rights of a shareholder of the Company, including the right to vote the Shares, and the right to receive any dividends. The Committee, in its sole discretion, as determined at the time of the Award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested, subject to Section 14(f), in additional Restricted Shares to the extent Shares are available under Section 3, or otherwise reinvested. Unless the Committee or Board determines otherwise, share dividends issued with respect to Restricted Shares shall be treated as additional Restricted Shares that are subject to the same restrictions and other terms and conditions that apply to the Shares with respect to which such dividends are issued. | |
(7) No Restricted Shares shall be transferable by a participant other than by will or by the laws of descent and distribution. | |
(8) If there is a Separation from Service of a participant as a result of his death, any Restricted Shares held by such participant shall thereupon vest and all restrictions thereon shall lapse, to the extent such Restricted Shares would have become vested or no longer subject to restriction within one year from the time of death had the participant continued to fulfill all of the conditions of the Restricted Share Award during such period (or on such accelerated basis as the Committee may determine at or after grant). The balance of the Restricted Shares shall be forfeited. |
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(9) If there is a Separation from Service of a participant as a result of his Disability, any Restricted Shares held by such participant shall thereupon vest and all restrictions thereon shall lapse, to the extent such Restricted Shares would have become vested or no longer subject to restriction within one year from the time of Separation from Service had the participant continued to fulfill all of the conditions of the Restricted Share Award during such period (or on such accelerated basis as the Committee may determine at or after grant). The balance of the Restricted Shares shall be forfeited. | |
(10) Unless otherwise determined by the Committee at or after the time of granting any Restricted Shares, if there is a Separation from Service of a participant for any reason other than such participant’s death or Disability, the Restricted Shares held by such participant which are unvested or subject to restriction at the time of Separation from Service shall thereupon be forfeited. |
(1) The purchase price for Deferred Shares shall be determined at the time of grant by the Committee. Subject to the provisions of the Plan and the Award agreement referred to in Section 7(b)(9), Deferred Share Awards may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or the Elective Deferral Period referred to in Section 7(b)(8), when applicable), stock certificates shall be delivered to the participant, or his legal representative, for the Shares covered by the Deferred Share Award. The Deferral period applicable to any Deferred Share Award shall not be less than six months and one day (“Minimum Deferral Period”). | |
(2) Amounts equal to any dividends declared during the Deferral Period with respect to the number of Shares covered by a Deferred Share Award will be paid to the participant currently, or deferred and deemed to be reinvested in additional Deferred Shares, or otherwise reinvested, all as determined at or after the time of the Award by the Committee, in its sole discretion. | |
(3) No Deferred Shares shall be transferable by a participant other than by will or by the laws of descent and distribution. | |
(4) If there is a Separation from Service of a participant as a result of his death, any Deferred Shares awarded to such participant shall thereafter vest and all restrictions thereon shall lapse, to the extent such Deferred Shares would have become vested or no longer subject to restriction within one year from the time of death had the participant continued to fulfill all of the conditions of the Deferred Share Award during such period (or on such accelerated basis as the Committee may determine at or after grant). The balance of the Deferred Shares shall be forfeited. |
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(5) If there is a Separation from Service of a participant as a result of his Disability, any Deferred Shares awarded to such participant shall thereafter vest and all restrictions thereon shall lapse, to the extent such Deferred Shares would have become vested or no longer subject to restriction within one year from the time of Separation from Service had the participant continued to fulfill all of the conditions of the Deferred Shares Award during such period (or on such accelerated basis as the Committee may determined at or after grant), subject in all cases to the Minimum Deferral Period requirement. The balance of the Deferred Shares shall be forfeited. | |
(6) Unless otherwise determined by the Committee at or after the time of granting any Deferred Share Award, if there is a Separation from Service of a participant for any reason other than such participant’s death or Disability, all Deferred Shares held by such participant which are unvested or subject to restriction shall thereupon be forfeited. | |
(7) Based on service, performance or such other factors or criteria as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Deferred Share Award or waive a portion of the Deferral Period for all or any part of such Award, subject in all cases to the Minimum Deferral Period requirement. | |
(8) At the time of receipt of an Award of Deferred Shares, a participant may elect to further defer receipt of Deferred Shares (or an installment of Deferred Shares under an Award) for a specified period or until a specified event (the “Elective Deferral Period��), subject in each case to the Committee’s approval and the terms of this Section 7 and such other terms as are determined by the Committee, all in its sole discretion. | |
(9) Each such Award shall be confirmed by, and subject to the terms of, a Deferred Share Award agreement evidencing the Award in the form approved by the Committee from time to time |
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(1) Share Appreciation Rights shall entitle the participant, upon exercise of all or any part of the Share Appreciation Rights, to surrender to the Company unexercised that portion of the underlying Option relating to the same number of Shares as is covered by the Share Appreciation Rights (or the portion of the Share Appreciation Rights so exercised) and to receive in exchange from the Company an amount (paid as provided in Section 9(b)(5)) equal to the excess of (x) the Fair Market Value, on the date of exercise, of the Shares covered by the surrendered portion of the underlying Option over (y) the exercise price of the Shares covered by the surrendered portion of the underlying Option. The Committee may limit the amount that the participant will be entitled to receive upon surrender of a Share Appreciation Right. | |
(2) Upon the exercise of the Share Appreciation Right and surrender of the related portion of the underlying Option, the Option, to the extent surrendered, will not thereafter be exercisable. The underlying Option may provide that such Share Appreciation Rights will be payable solely in Shares. The terms of the underlying Option shall provide a method by which an alternative fair market value of the Shares on the date of exercise shall be calculated based on one of the following: (x) the closing price of the Shares on the national exchange on which they are then traded on the business day immediately preceding the day of exercise; (y) the highest closing price of the Shares on the national exchange on which they have been traded, during the 90 days immediately preceding a Change of Control; or (z) the greater of (x) and (y). | |
(3) In addition to any further conditions upon exercise that may be imposed by the Committee, the Share Appreciation Rights shall be exercisable only to the extent that the related Option is exercisable, except that in no event will a Share Appreciation Right held by a Section 16 Participant be exercisable within the first six months after it is awarded even though the related Option is or becomes exercisable, and each Share Appreciation Right will expire no later than the date on which the related Option expires. A Share Appreciation Right may only be exercised at a time when the Fair Market Value of the Shares covered by the Share Appreciation Right exceeds the exercise price of the Shares covered by the underlying Option. A Section 16 Participant may only exercise a Share Appreciation Right during a period beginning on the third business day and ending on the twelfth business day following the release for publication of quarterly or annual summary statements of the Company’s sales and earnings. | |
(4) Share Appreciation Rights may be exercised by the participant giving written notice of the exercise to the Company, stating the number of Share Appreciation Rights he has elected to exercise and surrendering the portion of the underlying Option relating to the same number of Shares as the number of Share Appreciation Rights elected to be exercised. | |
(5) The manner in which the Company’s obligation arising upon the exercise of the Share Appreciation Right will be paid will be determined by the Committee and shall be set forth in the participant’s Option Agreement. The Committee may provide for payment in Shares or cash, or a fixed combination of Shares or cash, or the Committee may reserve the right to determine the manner of payment at the time the Share Appreciation Right is exercised. Shares issued upon the exercise of a Share Appreciation Right will be valued at their Fair Market Value on the date of exercise. |
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(1) Subject to the provisions of this Plan and the Award agreement referred to in Section 10(b)(5) below, Shares awarded or subject to Awards made under this Section 10 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Shares are issued, or, if later, the date on which any applicable restriction, performance, holding or deferral period or requirement is satisfied or lapses. All Shares or Other Share-Based Awards granted under this Section 10 shall be subject to a minimum holding period (including any applicable restriction, performance and/or deferral periods) of six months and one day (“Minimum Holding Period”). | |
(2) Subject to the provisions of this Plan and the Award agreement and unless otherwise determined by the Committee at the time of grant, the recipient of an Other Share-Based Award shall be entitled to receive, currently or on a deferred basis, interest or dividends or interest or dividend equivalents with respect to the number of Shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. | |
(3) Subject to the Minimum Holding Period, any Other Share-Based Award and any Shares covered by any such Award shall vest or be forfeited to the extent, at the times and subject to the conditions, if any, provided in the Award agreement, as determined by the Committee, in its sole discretion. | |
(4) If there is a Separation from Service of a participant as a result of his Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive, in whole or in part, any or all of the remaining limitations imposed hereunder or under any related Award agreement with respect to any part of all of any Award under this Section 10, provided that the Minimum Holding Period requirement may not be waived, except in case of a participant’s death. | |
(5) Each Award shall be confirmed by, and subject to the terms of, an agreement or other instrument evidencing the Award in the form approved by the Committee from time to time. | |
(6) Shares (including securities convertible into Shares) issued on a bonus basis under this Section 10 shall be issued for no cash consideration. Shares (including securities convertible into Shares) purchased pursuant to a purchase right awarded under this Section 10 shall bear a price of at least 85% of the Fair Market Value of the Shares on the date of grant. The purchase price of such Shares, and of any Other Share-Based Award granted hereunder, or the formula by which such price is to be determined, shall be fixed by the Committee at the time of grant. | |
(7) In the event that any “derivative security”, as defined in Rule 16a-1(c) (or any successor thereof) promulgated by the Commission under Section 16 of the Exchange Act, is awarded pursuant to this Section 10 to any Section 16 Participant, such derivative security shall not be transferrable other than by will or by the laws of descent and distribution. |
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(1) Any Stock Options awarded under the Plan not previously exercisable and vested shall become fully exercisable and vested; | |
(2) Any Share Appreciation Rights shall become immediately exercisable; | |
(3) The restrictions applicable to any Restricted Shares, Deferred Shares, Share Purchase Rights and Other Share-Based Awards shall lapse and such Shares and Awards shall be deemed fully vested; and | |
(4) The value of all outstanding Awards, in each case to the extent vested, shall, unless otherwise determined by the Committee in its sole discretion at or after grant but prior to any Change of Control or Potential Change of Control, be paid to the participant in cash in exchange for the surrender of those Awards on the basis of the “Change of Control Price” as defined in Section 11(d) as of the Accelerated Vesting Date; | |
Notwithstanding the provisions of Sections 11(a)(1) through (3), the acceleration of exercisability or lapse of restrictions with respect to Awards granted to any Section 16 Participant which have been held by such participant for less than six months and one day as of the date that such Change of Control or Potential Change of Control is determined to have occurred must be approved by the Committee or the Board. |
(1) The Board or shareholders of the Company approve a consolidation or merger that results in the shareholders of the Company immediately prior to the transaction giving rise to the consolidation or merger owning less than 50% of the total combined voting power or total fair market value of all classes of stock entitled to vote of the surviving entity immediately after the consummation of the transaction giving rise to the merger or consolidation; | |
(2) The Board or shareholders of the Company approve the sale of substantially all of the assets of the Company to one Person or a group of Persons acting together that is unrelated (within the meaning of Section 409A of the Code and the regulations thereunder) to the Company or the liquidation or dissolution of the Company; | |
(3) Any Person (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of the Company representing more than 50% of the voting power or fair market value of the Company’s outstanding securities; or | |
(4) During any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute two-thirds of the Board, unless the election or nomination for election of each new director is approved by at least two-thirds of the directors then still in office who were directors at the beginning of that period. |
(1) The approval by the shareholders of the Company of an agreement by the Company, the consummation of which would result in a Change of Control of the Company; or | |
(2) The acquisition of beneficial ownership, directly or indirectly, by any Person or group of Persons (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) of securities of the Company representing 15% or more of the total combined voting power or total fair market value of all classes of voting stock of the Company and the adoption by the Board of a resolution to the effect that a Potential Change of Control of the Company has occurred for purposes of this Plan. |
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SECTION 12. | Amendments and Termination. |
SECTION 13. | Unfunded Status of Plan. |
SECTION 14. | General Provisions. |
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SECTION 15. | Shareholder Approval; Effective Date of Plan. |
SECTION 16. | Term of Plan. |
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DETACH CARD
BOYKIN LODGING COMPANY
P R O X Y
The undersigned hereby appointsRobert W. Boykin, Shereen P. JonesandAndrew C. Alexander, and each of them, attorneys and proxies of the undersigned, with full power of substitution, to attend the 2005 Annual Meeting of Shareholders of Boykin Lodging Company to be held at the Embassy Suites Southfield, 28100 Franklin Road, Southfield, Michigan 48034, on Tuesday, May 24, 2005, at 2:00 p.m., local time, or any adjournment thereof, and to vote the number of common shares of Boykin Lodging Company which the undersigned would be entitled to vote, and with all the power the undersigned would possess if personally present, as follows:
1. o FOR(except as noted below), | or | o WITHHOLD AUTHORITYto vote for, |
Albert T. Adams, Robert W. Boykin, Lee C. Howley, Jr.,
(INSTRUCTION: To withhold authority to vote for any particular nominee, write that nominee’s name on the line provided below.)
2. | o FOR, o AGAINST or o WITHHOLD AUTHORITY to vote to approve the Boykin Lodging Company 2005 Long-Term Incentive Plan as set forth in the proxy statement of Boykin Lodging Company. |
3. | On such other business as may properly come before the meeting. |
(Continued and to be signed on reverse side)
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DETACH CARD
(Continued from other side)
The Proxies will vote as specified above, or, if a choice is not specified, they will vote FOR the nominees listed in Item 1 and the proposal listed in Item 2.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement dated April 15, 2005, is hereby acknowledged. |
Dated ________________________, 2005
__________________________________
__________________________________
__________________________________
Signature(s)
(Please sign exactly as your name or names appear hereon, indicating, where proper, official position or representative capacity.)