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): May 21, 2025

SUMMIT HOTEL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-35074	27-2962512
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)

13215 Bee Cave Parkway, Suite B-300

Austin, TX 78738

(Address of Principal Executive Offices) (Zip Code)

(512) 538-2300

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 Stock, $0.01 par value

INN

New York Stock Exchange

Series E Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PE

New York Stock Exchange

Series F Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PF

New York Stock Exchange

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. ☐

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

On May 21, 2025, Summit Hotel Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 97,594,010 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 87.62% of the outstanding shares of common stock on March 5, 2025, the record date for the Annual Meeting.

The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

Proposal 1: To elect eight directors to the Company’s Board of Directors.


Name	For	Against	Abstain	Broker Non-Votes
Bjorn R. L. Hanson	85,882,503	4,746,962	16,848	6,947,697
Jeffrey W. Jones	88,883,208	1,746,041	17,064	6,947,697
Kenneth J. Kay	88,390,423	2,239,382	16,508	6,947,697
Mehulkumar B. Patel	90,247,676	381,644	16,993	6,947,697
Amina Belouizdad Porter	87,245,645	3,354,018	46,650	6,947,697
Jonathan P. Stanner	88,961,304	1,672,048	12,961	6,947,697
Thomas W. Storey	86,414,674	4,204,719	26,920	6,947,697
Hope S. Taitz	84,074,698	5,947,293	624,322	6,947,697

All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the Company’s 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.

Proposal 2: To ratify the appointment of Ernst & Young LLP.


For	Against	Abstain	Broker Non-Votes
93,983,548	3,593,985	16,477	—

At the Annual Meeting, stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal 3: To approve an advisory (non-binding) resolution approving the compensation of the Company’s named executive officers.


For	Against	Abstain	Broker Non-Votes
87,371,959	3,217,470	56,884	6,947,697

At the Annual Meeting, stockholders approved, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers.

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 thereunto duly authorized.


	SUMMIT HOTEL PROPERTIES, INC.

Date: May 22, 2025	By:	/s/ Christopher R. Eng
		Christopher R. Eng Executive Vice President, General Counsel, Chief Risk Officer and Secretary

Summit Hotel Properties, Inc. 8-K