| Submission of Matters to a Vote of Security Holders. |
On June 11, 2021, Extended Stay America, Inc. (the “Company”), and its paired share Real Estate Investment Trust, ESH Hospitality, Inc. (“Hospitality” and together with the Company, the “Paired Entities”), held their respective special meetings of shareholders (each a “Special Meeting” and together, the “Special Meetings”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 14, 2021, with Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation and wholly owned subsidiary of MergerCo 1, as amended on May 31, 2021 and as may be further amended or supplemented from time to time.
As of the close of business on April 19, 2021, the record date for the Company’s Special Meeting, there were 177,724,224 shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), outstanding, each of which was entitled to one vote with respect to each proposal at the Company’s Special Meeting. At the Company’s Special Meeting, a total of 152,531,293 shares of Company Common Stock, representing approximately 86% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.
As of the close of business on April 19, 2021, the record date for Hospitality’s Special Meetings, there were 250,493,583 shares of Hospitality class A common stock, par value $0.01 per share (the “Hospitality Class A Common Stock”), outstanding, and 177,730,773 shares of Hospitality class B common stock, par value $0.01 per share (together with the Hospitality Class A Common Stock, the “Hospitality Common Stock”), outstanding, each of which was entitled to one vote, voting together as one class, with respect to each proposal at Hospitality’s Special Meeting. At Hospitality’s Special Meeting, a total of 362,376,087 shares of Hospitality Common Stock, representing approximately 85% of the outstanding shares of Hospitality Common Stock entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meetings, the proposals described below were considered, each of which is further described in the Paired Entities’ joint definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) and first mailed to the Paired Entities’ shareholders on or about April 26, 2021, as supplemented by the Paired Entities’ supplemental proxy statement filed with the SEC and first mailed to the Paired Entities’ shareholders on or about June 2, 2021, and as each may be amended or supplemented from time to time.
The final voting results for each proposal at each of the Special Meetings are set forth below.
| | 1. | Proposal to adopt the Merger Agreement and approve the mergers and the other transactions contemplated by the Merger Agreement: |
Results from the Company’s Special Meeting:
Results from Hospitality’s Special Meeting:
Proposal 1 was approved by the Paired Entities’ shareholders, as the number of votes in favor of Proposal 1 at each Special Meeting constituted the affirmative vote of holders of a majority of the votes of the Paired Entities’ outstanding shares of Company Common Stock or Hospitality Common Stock, as applicable, entitled to be cast on the matter.
