Current Report Filing (8-k)

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 19, 2017

TravelCenters of America LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33274		20-5701514
(Commission File Number)		(IRS Employer Identification No.)

24601 Center Ridge Road, Westlake, Ohio		44145
(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 ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

o 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

In this Current Report on Form 8-K, the term “the Company” refers to TravelCenters of America LLC.

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

The Company held its annual meeting of shareholders on May 19, 2017. The voting results of that meeting are noted in Item 5.07 below.

At the 2017 annual meeting, the Company’s shareholders approved the TravelCenters of America LLC Management Incentive Plan (the “MIP”), the purpose of which is to encourage the executive officers of the Company to continue their efforts for the Company by providing opportunities for them to earn cash bonuses and share-based awards which constitute “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The performance objective under the MIP is the Company’s “EBITDAR” which is defined in the MIP as the Company’s earnings excluding interest expense, income tax provision or benefit, depreciation and amortization expenses (including gain or loss on sales of fixed assets), real estate rent expense, gain or loss on extinguishment of debt, results of discontinued operations, unusual or infrequently occurring items, executive compensation under the MIP and litigation settlements. Each element of EBITDAR will be calculated in accordance with generally accepted accounting principles. The maximum amount payable under the plan is 5% of EBITDAR for each twelve month performance period under the MIP (which periods run annually from October 1 to the following September 30). The Compensation Committee has the discretionary authority to reduce amounts otherwise payable to MIP participants. Eligibility to participate in the MIP is limited to individuals who are executive officers of the Company on the date the Compensation Committee (which administers the MIP) determines the participants in the MIP for the applicable plan year. Participants in the MIP shall be selected by the Compensation Committee from those executive officers. The MIP will remain in effect until terminated by the Compensation Committee or the Board of Directors.

Additional information about the MIP is included under the heading “ Approval of The TravelCenters of America LLC Management Incentive Plan (Item 2) ” in the Company’s proxy statement for the 2017 annual meeting of shareholders filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2017. That proxy statement is available at the SEC’s website at www.sec.gov.

The above description of the MIP does not purport to be complete and is qualified in its entirety by reference to the MIP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

The Company’s shareholders elected Joseph L. Morea as the Independent Director in Group I of the Board of Directors for a three year term of office until the Company’s 2020 annual meeting of shareholders and to serve until his successor is elected and qualifies. Mr. Morea received the following votes:

For		Withhold		Broker Non-Votes
16,449,395		7,719,400		9,965,605

The Company’s shareholders also elected Barry M. Portnoy as the Managing Director in Group I of the Board of Directors for a three year term of office until the Company’s 2020 annual meeting of shareholders and to serve until his successor is elected and qualifies. Mr. Portnoy received the following votes:

For		Withhold		Broker Non-Votes
14,058,593		10,110,202		9,965,605

The Company’s shareholders also approved the adoption of the MIP. The MIP received the following votes:

For		Against		Abstain		Broker Non-Votes
20,142,834		3,881,762		144,199		9,965,605

The Company’s shareholders also ratified the appointment of RSM US LLP as the Company’s independent auditors to serve for the 2017 fiscal year. This proposal received the following votes:

For		Against		Abstain		Broker Non-Votes
31,879,609		1,844,548		410,243		—

The results reported above are final voting results.

Item 8.01. Other Events.

On May 19, 2017, the Company updated its Director compensation arrangements. A summary of the Company’s currently effective Director compensation arrangements is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Consistent with the Company’s Director compensation arrangements, on May 19, 2017, the Company granted each of the Company’s Directors an award of 10,000 shares representing common limited liability company interests in the Company (“Common Shares”) valued at $3.95 per share, the closing price of the Common Shares on The NASDAQ Stock Market LLC on that date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 The TravelCenters of America LLC Management Incentive Plan

10.2 Summary of Director Compensation

SIGNATURES

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.