UNITED STATES
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): June 9, 2022
TravelCenters of America Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland (State or Other Jurisdiction of Incorporation) | 001-33274 (Commission File Number) | 20-5701514 (IRS Employer Identification No.) |
| | | |
24601 Center Ridge Road Westlake, Ohio | | 44145-5639 |
| (Address of Principal Executive Offices) | | (Zip Code) |
440 - 808-9100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading
Symbols | | Name of Each Exchange on Which
Registered |
| Common Stock | | TA | | The Nasdaq Stock Market LLC |
| 8.25% Senior Notes due 2028 | | TANNI | | The Nasdaq Stock Market LLC |
| 8.00% Senior Notes due 2029 | | TANNL | | The Nasdaq Stock Market LLC |
| 8.00% Senior Notes due 2030 | | TANNZ | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to TravelCenters of America Inc.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of stockholders held on June 9, 2022 (the “Annual Meeting”), the Company’s stockholders voted on the election of two Directors in Class III of the Board of Directors each for a three year term of office continuing until the Company’s 2025 annual meeting of stockholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Directors and received the following votes:
| Nominee | | Votes For | | | Withhold | | | Broker
Non-Votes |
| Lisa Harris Jones | | 6,699,055 | | | 4,653,670 | | | 1,593,301 |
| Rajan C. Penkar | | 8,218,609 | | | 3,134,116 | | | 1,593,301 |
The Company’s stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2022 fiscal year. This proposal received the following votes:
| For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| 12,922,536 | | | 6,323 | | | 17,167 | | | N/A | |
The results reported above are final voting results.
Item 8.01. Other Events.
Director Compensation
Also on June 9, 2022, the Company updated its Director compensation arrangements. A summary of the Company’s currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Company’s Director compensation arrangements, on June 9, 2022, the Company awarded each of the Company’s Directors 3,000 shares of Common Stock, $0.01 par value.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| | TRAVELCENTERS OF AMERICA INC. |
| | |
| | By: | /s/ Peter J. Crage |
| | Name: | Peter J. Crage |
| | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
Date: June 10, 2022
