Service Properties Trust

8-K · tm2617588d1_8k.htm iXBRL

0000945394

 2026-06-11
 2026-06-11

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 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 11, 2026

  

 Service Properties Trust

 (Exact Name of Registrant as Specified in Its Charter)

  

 Maryland

 (State or Other Jurisdiction of Incorporation)

  

 001-11527
  
 04-3262075

 (Commission File Number)
  
 (IRS Employer Identification No.)

  

 Two Newton Place ,

 255 Washington Street , Suite 300

 Newton , Massachusetts
  
 02458-1634

 (Address of Principal Executive Offices)
  
 (Zip Code)

  

 617 - 964-8389

 (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 Symbol(s)
  
 Name Of Each Exchange

 On Which Registered

 Common Shares of Beneficial Interest
  
 SVC
  
 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 term “the Company”
refers to Service Properties Trust.

  

 Item 5.02.
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
 Compensatory Arrangements of Certain Officers.

  

 As described in Item 5.07 below, at the Company’s annual
meeting of shareholders held on June 11, 2026 (the “Annual Meeting”), the Company’s shareholders approved the Service
Properties Trust Third Amended and Restated 2012 Equity Compensation Plan (the “Share Award Plan”), which amended and restated
the predecessor Second Amended and Restated 2012 Equity Compensation Plan to increase by 4,000,000 the total number of common shares
of beneficial interest, $.01 par value per share, available for grant under the plan and to extend the term of the plan until June 11,
2036, the tenth anniversary of the Annual Meeting. The Company’s Trustees and officers, employees of The RMR Group LLC, consultants,
advisors or other persons or entities providing management, administrative or other services to the Company or its subsidiaries are eligible
to receive awards under the Share Award Plan.

  

 A copy of the Share Award Plan that was approved by the Company’s
shareholders was included as Annex A to the Company’s proxy statement supplement for the Annual Meeting, which proxy statement supplement
was filed with the Securities and Exchange Commission (the “SEC”), on April 27, 2026 (the “2026 Proxy Supplement”,
together with the proxy statement for the Annual Meeting filed with the SEC on March 17, 2026, the “2026 Proxy Statement”),
and is available at the SEC’s website at www.sec.gov. The terms and conditions of the Share Award Plan are described in detail in
the 2026 Proxy Supplement. The foregoing description of the Share Award Plan is qualified in its entirety by the terms of the Share Award
Plan. A copy of the Share Award Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

  

 Item 5.07.
 Submission of Matters to a Vote of Security Holders.

  

 At the Annual Meeting, the Company’s shareholders voted on the
election of seven Trustees to the Company’s Board of Trustees each for a one year term of office continuing until the Company’s
2027 annual meeting of shareholders and until her or his respective successor is duly elected and qualifies. The following persons were
elected as Trustees and received the following votes:

  

 Nominee
  
 Votes For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 Laurie B. Burns
  
 95,060,944
  
 17,727,239
  
 137,819
  
 14,178,570

 Robert E. Cramer
  
 71,387,274
  
 41,349,899
  
 188,829
  
 14,178,570

 Donna D. Fraiche
  
 81,761,146
  
 31,021,658
  
 143,198
  
 14,178,570

 William A. Lamkin
  
 94,808,514
  
 17,932,956
  
 184,532
  
 14,178,570

 Rajan C. Penkar
  
 95,227,689
  
 17,547,601
  
 150,712
  
 14,178,570

 Christopher J. Bilotto
  
 95,546,693
  
 17,225,521
  
 153,788
  
 14,178,570

 Adam Portnoy
  
 74,500,382
  
 38,258,808
  
 166,812
  
 14,178,570

  

 The Company’s shareholders also voted on
a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item
402 of Regulation S-K in the 2026 Proxy Statement. This proposal received the following votes:

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 93,864,625
  
 18,402,279
  
 659,098
  
 14,178,570

  

 The Company’s shareholders also ratified
the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2026 fiscal year. This
proposal received the following votes:

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 117,966,231
  
 8,958,631
  
 179,710
  
 N/A

  

  

 As described above in Item 5.02, the Company’s shareholders also
voted on the approval of the Share Award Plan. This proposal received the following votes:

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 90,434,074
  
 9,750,120
  
 12,741,808
  
 14,178,570

  

 The results reported above are final voting results.

  

  

  

  

 Item 9.01.
 Financial Statements and Exhibits.

  

 Exhibit
 Number
  
 Description

 10.1
  
 Service Properties Trust Third Amended and Restated 2012 Equity Compensation Plan (Filed herewith)

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

  

 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.

  

  
 SERVICE PROPERTIES TRUST

  
  

  
 By:
 s/s Brian E. Donley

  
 Name:
 Brian E. Donley

  
 Title:
 Chief Financial Officer and Treasurer

  

 Date:  June 12, 2026